Common use of Appointment of Representative Clause in Contracts

Appointment of Representative. (a) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholderof the New Stockholders hereby appoints Media/Communications Partners III Limited Partnership, by their adoption and approval with power of this Agreementsubstitution, and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in exclusive agent to act on its behalf with respect to any and all capacitiesactions to be taken under or amendments or modifications to be made to this Agreement (the "M/C Representative"). The M/C Representative shall take, to do and perform each the New Stockholders agree that the M/C Representative shall take, any and every act and thing (including executing documents and other instruments) all actions which the M/C Representative believes are necessary or desirable to be done in connection with advisable under this Agreement for and on behalf of each of the TransactionsNew Stockholders, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholdereach of the New Stockholders was acting on its own behalf, Preferred Stockholder including, without limitation, dealing with the Company and the other parties hereto with respect to all matters arising under this Agreement, entering into any amendment or Optionholder had executed modification to this Agreement deemed advisable by the M/C Representative and delivered such documentstaking any and all other actions specified in or contemplated by this Agreement. The Company and the other parties hereto shall have the right to rely upon all actions taken or not taken by the M/C Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the New Stockholders. (b) Each Common Stockholderof the CCI Shareholders hereby appoints Xxxxxxx, by their adoption with power of substitution, as its exclusive agent to act on its behalf with respect to any and approval of all actions to be taken under or amendments or modifications to be made to this AgreementAgreement (the "CCI Representative"). The CCI Representative shall take, and each Preferred Stockholder the CCI Shareholders agree that the CCI Representative shall take, any and Optionholder agrees that Parent, Merger Sub all actions which the CCI Representative believes are necessary or advisable under this Agreement for and the Company shall be entitled to rely on any action taken by the Representative, on behalf of each of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicableCCI Shareholders, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each each of the CCI Shareholders was acting on its own behalf, including, without limitation, dealing with the Company and the other parties hereto hereby acknowledges 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 agrees that Accel-KKR Capital Partners III, LP taking any and all other actions specified in or contemplated by this Agreement. The Company and the other parties hereto shall have no liability whatsoever the right to any other party hereto in its capacity as rely upon all actions taken or not taken by the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the CCI Representative on all matters relating pursuant to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and all of which actions or omissions shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully legally binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceCCI Shareholders. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderIn order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the Stockholders may be required to indemnify the Parent Indemnified Parties pursuant to this Agreement, the Stockholders hereby agree to the appointment of Xxxxx X. Xxxxx as the Stockholders’ Representative (the “Stockholders’ Representative“). The Stockholders’ Representative is hereby authorized to take any and all action as is contemplated to be taken by their adoption and approval the Stockholders by the terms of this Agreement, provided that, the Stockholders’ Representative shall not consent to the entry of any judgment or enter into any settlement which affects or binds any of the Stockholders without the prior written consent of such Stockholder (which consent shall not be unreasonably withheld). All decisions and each Preferred actions by the Stockholders’ Representative shall be binding upon all of the Stockholders and no Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners IIIshall have the right to object, LP as its true and lawful agentdissent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder protest or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with otherwise contest the Transactions, as fully to all intents and purposes as the undersigned might or could do in personsame. Each Common Stockholder, by By their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery the Stockholders agree that: (i) the Parent shall be able to rely exclusively on the instructions and decisions of the Stockholders’ Representative as to the settlement of claims for indemnification by the Parent pursuant to this Agreement, or any other actions taken by the Stockholders’ Representative hereunder, and no party hereunder shall have any cause of action against the Parent in reliance upon the instructions or decisions of the Stockholders’ Representative; (ii) to the extent this Agreement requires that Parent give notice to or seek the consent of Stockholders with respect to any waivermatter referred to herein, amendmentthe Parent shall be entitled to give such notice to or seek such consent from the Stockholders’ Representative; (iii) all actions, agreementdecisions and instructions of the Stockholders’ Representative shall be final, opinionconclusive and binding upon the Stockholders; (iv) the provisions of this Section 3.09 are irrevocable and coupled with an interest, certificate and shall be enforceable notwithstanding any rights or other document executed remedies that any Stockholder may have in connection with the transactions contemplated by Accel-KKR Capital Partners IIIthis Agreement; (v) the provisions of this Section 3.09 shall be binding upon the executors, LP in its capacity as the Representativeheirs, such Common legal representatives, successors and assigns of each Stockholder, Preferred and any references in this Agreement to a Stockholder shall mean and include the successors to the Stockholders’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or Optionholder otherwise; and (vi) in case of the resignation or the death or inability to act of Xxxxx X. Xxxxx, a successor shall be bound named by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documentsStockholders holding more than fifty percent (50%) of the Shares of the Company prior to the Closing. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company The term “Stockholders’ Representative“ as used herein shall be entitled deemed to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Actioninclude a successor representative. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the The Stockholders’ Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating liable to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder Stockholders for any action taken by act done or omitted to be done hereunder while acting in good faith and in the exercise of reasonable judgment. Each Stockholder agrees to jointly and severally indemnify and hold harmless the Stockholders’ Representative pursuant to this Agreement or any Company Document. (f) At all times from and after against any Damages incurred without gross negligence or willful misconduct on the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s increased knowledge as described in the preceding sentenceduties hereunder. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. Each Principal Stockholder (aother than Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx) Each Common hereby appoints Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV, L.P. (the "Representative") the attorney-in-fact of such Principal Stockholder, by their adoption with full power and approval authority, including power of substitution, acting in the name of and for and on behalf of such Principal Stockholder to amend or waive any provision of this Agreement, to terminate this Agreement pursuant to the provisions of Section7, in its sole discretion, and each Preferred Stockholder to do all other things and Optionholder hereby irrevocably constitutes to take all other actions under or related to this Agreement which, in its discretion, it may consider necessary or proper to effectuate the transactions contemplated hereunder and appoints Accel-KKR Capital Partners III, LP as its true to resolve any dispute with APAC over any aspect of this Agreement and lawful agent, attorney-in-fact, proxy and representative and authorizes it for on behalf of such Common Stockholder, Preferred to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding such Stockholder as if such Stockholder had personally entered into such agreement; provided, however, that all actions taken or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery decisions made by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each or made in a manner which is ratably and equitably amongst all Stockholders. This appointment and power of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation attorney shall be entitled to deal exclusively deemed as coupled with the Representative on an interest and all matters relating to this Agreement, the Company Documents and the other agreements contemplated authority conferred hereby and thereby shall be irrevocable and shall not be entitled subject to rely conclusively (without further evidence termination by operation of any kind whatsoever) on any document executed law, whether by the death, incapacity, liquidation, or purported to be executed on behalf dissolution of any Stockholder or Optionholder by the occurrence of any other event or events, and the Representative in connection herewith, and on any other action taken or purported to be taken on behalf may not terminate this power of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable attorney with respect to any Stockholder or Optionholder for such Stockholder's successors or assigns without the consent of APAC. Each Principal Stockholder (other than Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx) agrees to hold the Representative harmless from any and all loss, damage, or liability and expenses (including legal fees) which such Stockholder may sustain as a result of any action taken in good faith by the Representative Representative. In the event this Agreement is terminated pursuant to Section7 prior to Closing, the appointment contemplated by this Agreement or any Company Document. (fSection2(g) At all times from shall immediately terminate and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect promptly return such certificates and related stock powers to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceStockholders. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder the Shareholders hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP Marshall B. Payne as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in Xxxxxxxxxxx'x xxclusive agent to act on such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in Shareholder's behalf with respect to any and all capacitiesclaims arising under this Agreement. In such representative capacity, Marshall B. Payne or any pexxxx xxx xxxxl succeed him in such representative capacity is sometimes referred to do in this Agreement as the "Representative." The Representative shall take, and perform each the Shareholders agree that the Representative shall take, any and every act and thing (including executing documents and other instruments) all actions which such Representative believes are necessary or desirable to be done in connection with the Transactions, as fully to all intents appropriate under this Agreement for and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicableShareholders, as fully as if the Shareholders were acting on their own behalf, including, without limitation, defending, consenting to, compromising or settling all claims for Parent Damages or Shareholder Damages, conducting negotiations with Parent and its representatives regarding such Common Stockholderclaims, Preferred Stockholder and/or Optionholder had taken taking any and all actions specified in or contemplated by Article XII of this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters provided however, on any matter for which a Shareholder is solely liable, such Authorized Action. (c) Each as a breach of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners IIIArticle V, LP such Shareholder may elect to represent himself or herself alone, outside this Section 12.01(g). Parent shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled right to rely conclusively (without further evidence of any kind whatsoever) on any document executed upon all actions taken or purported omitted to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity)all of which actions or omissions shall be legally binding upon each of the Shareholders. In the event of a dispute among the Shareholders with respect to any action to be taken by the Representative on the Shareholders' behalf, the Representative shall not disclose any confidential non-public information it obtains be fully entitled to act as directed by the Shareholders who received a majority of the Parent Common Stock included in its capacity as the Merger Consideration and such action of the Representative shall be binding on all Shareholders. (i) Each Shareholder hereby authorizes and empowers the Representative to execute any other notice, waiver, or other direction required hereunder on behalf of such Shareholder pursuant to this Agreement. (ii) The Shareholders jointly and severally agree to indemnify and save the Representative harmless from all loss, cost, damages, fees and expenses, including, but not limited to attorney's fees and court costs suffered or incurred by the Representative in connection with this Agreement other than as a result of the Representative's own gross negligence or wilful misconduct. (iii) The Shareholders agree that the Representative shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, opinion of counsel, authorization, power of attorney or other paper or document which the Representative in good faith believes to be (a) genuine and what it purports to be and (b) in compliance with the terms of this Agreement. (iv) The Shareholders agree that the Representative shall not be liable to the Shareholders for anything which the Representative may do or refrain from doing in connection herewith, except the Representative's own gross negligence or willful misconduct. (v) The Representative may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or the Representative's duties hereunder, and the Representative shall incur no liability and shall be fully protected in acting in accordance with this Agreement and the reasonable opinion and instructions of such counsel. (vi) The Representative's duties are not intended to create any fiduciary or other duty on the part of the Representative with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally requiredShareholders. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (The Representatives has no implied duties to the extent practicableShareholders. (vii) of the request The Shareholders shall be responsible for all costs or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course expenses of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption and Upon approval of this Agreementthe Merger by the Stockholders, such Stockholders, with the exception of SWIB, which, unless it otherwise agrees in writing, shall continue to act on its own behalf, shall have been deemed to appoint Xxxxxx X. Xxxxx, Xx., Esq., as their agent and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-factfact (the "Stockholders' Representative"), proxy with full power and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing authority (including executing documents and other instruments) necessary or desirable to be done power of substitution), except as otherwise expressly provided in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, in the name of and each Preferred Stockholder for and Optionholder acknowledges on behalf of such Stockholders, or in his own name as Stockholders' Representative, to take all actions required or permitted under this Agreement and agrees that upon execution the Indemnification and Escrow Agreement (including giving and receiving all accountings, reports, notices and consents). The Stockholders' Representative may engage advisors, including attorneys and accountants, as it deems reasonable, with the prior written consent of this AgreementSWIB, upon any delivery and the costs and expenses of such advisors shall be borne by the Representative Stockholders. The authority conferred under this Section 2.8 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the Stockholders or any of them, or by operation of law, whether by the death or incapacity of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred the termination of any trust or estate or the occurrence of any other event. If any Stockholder should die or Optionholder shall be bound by become incapacitated, if any trust or estate should terminate or if any other such documents or action as fully as if such Common Stockholderevent should occur, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, ' Representative pursuant to this Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action 2.8 shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully valid as if such Common Stockholderdeath or incapacity, Preferred Stockholder and/or Optionholder termination or other event had taken such Authorized Action. (c) Each not occurred, regardless of whether or not the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners IIIStockholders' Representative, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and TRK or the Surviving Corporation shall be entitled have received notice of such death, incapacity, termination or other event. Any notice given to deal exclusively with the Stockholders' Representative on pursuant to Section 13.3 shall constitute effective notice to all matters relating to this Agreement, the Company Documents and the Stockholders other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewiththan SWIB, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant party to this Agreement or any Company Document. (f) At other Person may rely on any notice, consent, election or other communication received from the Stockholders' Representative as if such notice, consent, election or other communication had been received from all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain Stockholders other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceSWIB. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder the Stockholders hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as Vincxxx X. Xxxxxx xx its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in exclusive agent to act on its behalf with respect to any and all capacitiesStockholder Indemnity Claims and any and all MLC Indemnity Claims arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, to do and perform each the Stockholders agree that the Representative shall take, any and every act and thing (including executing documents and other instruments) all actions which the Representative believes are necessary or desirable to be done in connection with the Transactions, as fully to all intents appropriate under this Agreement for and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholderparties were acting on their own behalf, Preferred including, without limitation, asserting Stockholder and/or Optionholder had taken Indemnity Claims against MLC, defending all MLC Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and MLC Indemnity Claims, conducting negotiations with MLC and its representatives regarding such Authorized Action. (cclaims, dealing with MLC and the Escrow Agent under the Escrow Agreement referred to in Section 12.6(a) Each of below with respect to all matters arising under the parties hereto hereby acknowledges Escrow Agreement, taking any and agrees that Accel-KKR Capital Partners IIIall other actions specified in or contemplated by this Agreement and engaging counsel, LP accountants or other representatives in connection with the foregoing matters. MLC shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled right to rely conclusively (without further evidence of any kind whatsoever) on any document executed upon all actions taken or purported omitted to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in all of which actions or omissions shall be legally binding upon the Stockholders. The Representative, acting pursuant to this Section 7.9 (Publicity)12.3, the Representative shall not disclose be liable to any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporationother Stockholder for any act or omission, except in each case for information connection with any act or omission that is in was the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course result of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten 's bad faith or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentencegross negligence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderThe Principal Company Stockholder will be, by their and hereby is, upon the receipt of the appropriate stockholder adoption of the Merger Agreement and approval of this Agreementthe Merger, appointed as the representative of (i) all Shareholders of Company Common Stock immediately prior to the Effective Time who are entitled to receive Merger Payments, both before and after the First Closing, (ii) the holders of Vested Stock Options immediately prior to the Effective Time, and each Preferred Stockholder (iii) the holders of Unvested Stock Options immediately prior to the Effective Time ((i) and Optionholder hereby irrevocably constitutes (ii) being collectively, the “Other Holders”) and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and shall be designated the holder representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instrumentsthe “Holder Representative”) necessary or desirable to be done in connection with the Transactions, rights and obligations as fully to all intents and purposes as the undersigned might or could do set forth in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents Letter of Transmittal and the other agreements contemplated hereby Escrow Agreement. Notice or communications to or from the Holder Representative pursuant to this Section 2.3 or the Escrow Agreement shall constitute notice to or from each of the Other Holders and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or OptionholderUnvested Stock Option holders. The Holder Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken or not taken as Holder Representative, and no Other Holder, Unvested Stock Option holder or any other Person shall have any cause of action against the Holder Representative for any action taken, decision made or instruction given by the Holder Representative under this Section 2.3 or the Escrow Agreement except for fraud or for willfully disregarding its duties as Holder Representative under this Agreement and the Escrow Agreement. A decision, act, consent or instruction (or failure to take such actions) of the Holder Representative pursuant to this Section 2.3 or the Escrow Agreement shall constitute a decision of all the Other Holders and the Unvested Stock Option holders, and shall be final, binding and conclusive upon each of the Other Holders and the Unvested Stock Option holders, and Parent may rely upon any decision, act, consent or instruction of the Holder Representative for all purposes hereunder. Parent shall not be a third party beneficiary under, or be entitled to any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity)rights or remedies pursuant to, the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceEscrow Agreement. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. The approval of this Agreement by the Glycosan Stockholders shall constitute the following actions binding upon the Glycosan Stockholders: (a) Each Common Stockholderthe irrevocable authorization, by their adoption direction and approval appointment of this AgreementXxxxxx X Xxxxxx as stockholder representative, and each Preferred Stockholder not personally (the “Representative”), as the sole and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful exclusive agent, attorney-in-fact, proxy fact and representative of each Glycosan Stockholder and authorizes it their respective heirs, representatives and successors in respect of the Escrow Agreement and the Escrow Units; (b) the approval and authorization for such Common Stockholderall of the arrangements relating thereto, Preferred Stockholder or Optionholder including: (i) the execution, delivery and in such Common Stockholder’sperformance of the Escrow Agreement by the Representative, Preferred Stockholder’s or Optionholder’s name, place (ii) the receipt and stead, in distribution of the Escrow Units pursuant to the terms hereof and of the Escrow Agreement; (iii) the making any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary determinations which may be required or desirable permitted to be done taken by the Representative or the Glycosan Stockholders; and (iv) the exercise of such rights, power and authority as are incidental to the foregoing; and (c) the initial Representative shall indicate in connection with writing his acceptance of such appointment, effective upon approval by the TransactionsGlycosan Stockholders of the Merger, and his agreement to then be bound by the terms of this Agreement as fully they relate to all intents the Representative and purposes as the undersigned might or could do in person. Each Common Stockholderduties and responsibilities thereof, by their adoption executing this Agreement for such limited purpose in the space provided on the signature pages hereof.Any actions, exercises of rights, power or authority and approval any decisions or determinations made by the Representative within the scope of his appointment pursuant to this Agreement, shall be absolutely and irrevocably binding on each Preferred Glycosan Stockholder and Optionholder acknowledges and agrees that upon execution as if each such Person personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Person’s individual capacity, but in any event only to the extent of this Agreement, upon any delivery by the Representative rights of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP each such Glycosan Stockholder in its capacity as a Glycosan Stockholder holding Glycosan or rights in and to the Representative, such Common Stockholder, Preferred Stockholder receipt or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf payment of the Common Stockholders, Preferred Stockholders and/or Optionholders, Merger Consideration pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representativehereto. (d) ParentThe Representative shall not incur any liability with respect to any action taken or suffered by him in reliance upon any note, Merger Sub direction, instruction, consent, statement or other document believed by the Representative to be genuinely and duly authorized, nor for other action or inaction as the Surviving Corporation Representative, excepting only the willful misconduct or gross negligence of the Representative. If and in the event that the immediately preceding sentence shall not be given effect for any reason, the Representative shall be entitled indemnified and held harmless by the Glycosan Stockholders to deal exclusively with the Representative on extent of their respective pro rata interests in the Escrow Units (subject in any event to the claims of BioTime), against and from any and all matters relating debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to this Agreementbecome due or otherwise), the Company Documents monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and the expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other agreements contemplated hereby experts, and thereby and shall be entitled to rely conclusively (without further evidence other expenses of any kind whatsoeverlitigation) on any document executed incurred or purported to be executed on behalf of any Stockholder or Optionholder suffered by the Representative in connection herewithwith or in furtherance of his performance as such hereunder, and on any other action taken except to the extent resulting from, relating to or purported to be taken on behalf in respect of any Stockholder actions constituting only the willful misconduct or Optionholder by gross negligence of the Representative in connection herewith, as fully binding upon such Stockholder or OptionholderRepresentative. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek have recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the TransactionsEscrow Units in each case to the extent of the Glycosan Stockholders interest therein, to satisfy any claims or obligations in respect of indemnity as herein above provided, and the Glycosan Stockholders shall upon the approval hereof be deemed to have assented thereto. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by In the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct event of the Representative death, physical or as may be legally required. If the Representative is requested mental incapacity or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course resignation of the Representative’s investment in , a successor Representative shall be elected by a majority vote of the CompanyGlycosan Stockholders who have any then-existing indemnity obligations or payment rights (whether contingent or absolute) hereunder, with each such holder (or his successor or assign) to be given a vote equal to the number of common equivalent shares of Glycosan held by such holder immediately prior to the Effective Time pursuant to a procedure to be mutually agreed upon among such holders. Pending the election of a successor Representative, such holder holding the largest number of common equivalent shares of Glycosan prior to the Effective Time shall have the right to act as the interim Representative (or if he declines, the next largest and successively thereafter). Each interim and successor Representative shall have all the power, authority, rights and privileges conferred by this Agreement upon the initial Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business the term “Representative” as used herein shall be deemed to include any interim or successor Representative. Any successor Representative shall indicate in a way that cannot be reasonably expected writing his acceptance of such appointment and his agreement to be forgotten or separated from bound by the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach terms of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of and the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Escrow Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. The approval of this Agreement by the Xennex Stockholders shall constitute the following actions binding upon the Xennex Stockholders: (a) Each Common Stockholderthe irrevocable authorization, by their adoption direction and approval appointment of this AgreementXxxxxxx Xxxxxx as stockholder representative, and each Preferred Stockholder not personally (the Representative), as the sole and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful exclusive agent, attorney-in-fact, proxy fact and representative of each Xennex Stockholder and authorizes it their respective heirs, representatives and successors in respect of the Escrow Agreement and the Escrow Shares; (b) the approval and authorization for such Common Stockholderall of the arrangements relating thereto, Preferred Stockholder or Optionholder including: (i) the execution, delivery and in such Common Stockholder’sperformance of the Escrow Agreement by the Representative, Preferred Stockholder’s or Optionholder’s name, place (ii) the receipt and stead, in distribution of the Escrow Shares pursuant to the terms hereof and of the Escrow Agreement; (iii) the making any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary determinations which may be required or desirable permitted to be done taken by the Representative or the Xennex Stockholders; and (iv) the exercise of such rights, power and authority as are incidental to the foregoing; and (c) the initial Representative shall indicate in connection with writing his acceptance of such appointment, effective upon approval by the TransactionsXennex Stockholders of the Merger, and his agreement to then be bound by the terms of this Agreement as fully they relate to all intents the Representative and purposes as the undersigned might or could do in person. Each Common Stockholderduties and responsibilities thereof, by their adoption executing this Agreement for such limited purpose in the space provided on the signature pages hereof. Any actions, exercises of rights, power or authority and approval any decisions or determinations made by the Representative within the scope of his appointment pursuant to this Agreement, shall be absolutely and irrevocably binding on each Preferred Xennex Stockholder and Optionholder acknowledges and agrees that upon execution as if each such Person personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Person’s individual capacity, but in any event only to the extent of this Agreement, upon any delivery by the Representative rights of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP each such Xennex Stockholder in its capacity as a Xennex Stockholder holding Xennex Shares or rights in and to the Representative, such Common Stockholder, Preferred Stockholder receipt or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf payment of the Common Stockholders, Preferred Stockholders and/or Optionholders, Merger Consideration pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representativehereto. (d) ParentThe Representative shall not incur any liability with respect to any action taken or suffered by him in reliance upon any note, Merger Sub direction, instruction, consent, statement or other document believed by the Representative to be genuinely and duly authorized, nor for other action or inaction as the Surviving Corporation Representative, excepting only the willful misconduct or gross negligence of the Representative. If and in the event that the immediately preceding sentence shall not be given effect for any reason, the Representative shall be entitled indemnified and held harmless by the Xennex Stockholders to deal exclusively with the Representative on extent of their respective pro rata interests in the Escrow Shares (subject in any event to the claims of BioTime), against and from any and all matters relating debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to this Agreementbecome due or otherwise), the Company Documents monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and the expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other agreements contemplated hereby experts, and thereby and shall be entitled to rely conclusively (without further evidence other expenses of any kind whatsoeverlitigation) on any document executed incurred or purported to be executed on behalf of any Stockholder or Optionholder suffered by the Representative in connection herewithwith or in furtherance of his performance as such hereunder, and on any other action taken except to the extent resulting from, relating to or purported to be taken on behalf in respect of any Stockholder actions constituting only the willful misconduct or Optionholder by gross negligence of the Representative in connection herewith, as fully binding upon such Stockholder or OptionholderRepresentative. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek have recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the TransactionsEscrow Shares in each case to the extent of the Xennex Stockholders interest therein, to satisfy any claims or obligations in respect of indemnity as herein above provided, and the Xennex Stockholders shall upon the approval hereof be deemed to have assented thereto. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by In the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct event of the Representative death, physical or as may be legally required. If the Representative is requested mental incapacity or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course resignation of the Representative’s investment in , a successor Representative shall be elected by a majority vote of the CompanyXennex Stockholders who have any then-existing indemnity obligations or payment rights (whether contingent or absolute) hereunder, with each such holder (or his successor or assign) to be given a vote equal to the number of Xennex Shares held by such holder immediately prior to the Effective Time pursuant to a procedure to be mutually agreed upon among such holders. Pending the election of a successor Representative, such holder holding the largest number of Xennex Shares prior to the Effective Time shall have the right to act as the interim Representative (or if he declines, the next largest and successively thereafter). Each interim and successor Representative shall have all the power, authority, rights and privileges conferred by this Agreement upon the initial Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business the term “Representative” as used herein shall be deemed to include any interim or successor Representative. Any successor Representative shall indicate in a way that cannot be reasonably expected writing his acceptance of such appointment and his agreement to be forgotten or separated from bound by the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach terms of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of and the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Escrow Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder17.1 The Management Sellers hereby appoint Jan Bernhardsson as their representative who may, by their adoption and approval acting alone, authorise the making of this Agreementany request, and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners IIIelection, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder proposal or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable consent expressed to be done made on behalf of the Management Sellers (in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as Management Sellers) to the Representative, such Common Stockholder, Preferred Stockholder Purchaser or Optionholder to the Institutional Sellers. The Management Sellers shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, the actions taken by their adoption and approval of the Management Sellers’ Representative pursuant to this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company Clause. The Purchaser shall be entitled at its sole discretion to have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any party for having relied or acted thereon, notices, including requests, elections or proposals, issued by the Management Sellers’ Representative. Service of any notice or other communication on any action the Management Sellers’ Representative shall be deemed to constitute valid service thereof on all the Management Sellers. The Management Sellers may appoint a replacement Management Sellers’ Representative by decision taken by Management Sellers representing a two thirds majority of the aggregate number of A Ordinary Shares and B Preference Shares held by the Management Sellers in the capital of the Company immediately prior to Completion, provided that five (5) Business Days’ prior written notice of such appointment has been given to the Institutional Sellers’ Representative and the Purchaser. The Management Sellers’ Representative shall not be liable to any of the Management Sellers for any claims whatsoever arising from any act or omission undertaken by him in his capacity as the Management Sellers’ Representative, save in the case of fraud or wilful default. 17.2 The Institutional Sellers hereby appoint Xxxx Xxxxxx as their representative who may, acting alone, authorise the making of any request, election, proposal or consent expressed to be made on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, Institutional Sellers (in their capacity as Institutional Sellers) to the Purchaser or to the Management Sellers. The Institutional Sellers shall be bound by the actions taken by the Institutional Sellers’ Representative pursuant to Section 10.20(a) above (each, an “Authorized Action”)this Clause. The Purchaser shall be entitled at its sole discretion to have regard only to, and that each Authorized Action to rely absolutely upon and act in accordance with, without any liability to any party for having relied or acted thereon, notices, including requests, elections or proposals, issued by the Institutional Sellers’ Representative. The Institutional Sellers’ Representative shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each not issue any of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners IIIsame nor make any such request, LP shall have no liability whatsoever election, proposal or consent where such issuance or action would adversely affect any Institutional Seller disproportionately to any other party hereto in its capacity as Institutional Seller. Service of any notice or other communication on the Representative. (d) Parent, Merger Sub and the Surviving Corporation Institutional Sellers’ Representative shall be entitled deemed to deal exclusively with the Representative constitute valid service thereof on all matters relating the Institutional Sellers. The Institutional Sellers’ Representative shall pass any notices received pursuant to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed Agreement on behalf of any Stockholder or Optionholder an Institutional Seller to such Institutional Seller without undue delay. The Institutional Sellers may appoint a replacement Institutional Sellers’ Representative by decision taken by Institutional Sellers representing a two thirds majority of the aggregate number of A Ordinary Shares and B Preference Shares held by the Representative Institutional Sellers in connection herewiththe capital of the Company immediately prior to Completion, provided that five (5) Business Days’ prior written notice of such appointment has been given to the Purchaser and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or OptionholderManagement Sellers’ Representative. The Institutional Sellers’ Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder of the Institutional Sellers for any action taken claims whatsoever arising from any act or omission undertaken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth him in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its his capacity as the Representative hereunder with respect to the Company and Surviving CorporationInstitutional Sellers’ Representative, except in each case for information that is save in the public domain other than through conduct case of the Representative fraud or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentencewilful default. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderIndemnifying Person approves the designation of and designates Alta Berkeley LLP, by their adoption as the representative and approval of this Agreement, and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-fact, proxy fact and representative agent for and authorizes it on behalf of each Indemnifying Person (the "Representative") with respect to claims for such Common Stockholder, Preferred Stockholder or Optionholder indemnification pursuant to this Article IX and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative pursuant to this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release to Omneon of the relevant portion of the Holdback Amount (subject to the constraints set forth in Section 9.3) in satisfaction of indemnification claims of any Indemnified Person pursuant to this Article IX; (b) resolve, agreementsettle or compromise, opinionand/or comply with orders of courts with respect to, certificate any claim for indemnification made pursuant to this Article IX; and (c) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Indemnifying Person with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims for indemnification pursuant to this Article IX and all rights or Optionholder shall obligations arising under this Article IX. The Indemnifying Persons will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of the Representative in connection with this AgreementArticle IX, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Indemnified Persons will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents Representative will not be liable to any Indemnifying Person in the absence of gross negligence or willful misconduct on the part of the Representative. Each Indemnifying Person will severally, and not jointly, on a pro rata basis based on such Person's Pro Rata Share, indemnify and hold harmless the other agreements contemplated hereby Representative from and thereby against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and shall be entitled to rely conclusively (without further evidence arising out of any kind whatsoever) on any document executed or purported to be executed on behalf in connection with the acceptance or administration of any Stockholder or Optionholder his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date terms of this Agreement, except as set forth in Section 7.9 Article IX (Publicity), including the hiring of legal counsel and the incurring of legal fees and costs) will be paid directly by the Indemnifying Persons to the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in on a pro rata basis based on each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technologyPerson's Pro Rata Share, and business in a way that cannot no such amounts will be reasonably expected to be forgotten or separated paid from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceHoldback Amount. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption Effective Time Holder approves the designation of and approval designates Mxxx Xxxxxx as the representative of this Agreement, the Effective Time Holders and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-factfact and agent for and on behalf of each Effective Time Holder (such person and any successor, proxy the “Representative”) with respect to claims for indemnification pursuant to this Article 11 and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative pursuant to this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release or delivery to Acquirer of Escrow Cash from the Escrow Fund in satisfaction of indemnification claims of any Indemnified Person pursuant to this Article 11; (b) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate and comply with orders of courts with respect to, any claim for indemnification pursuant to this Article 11; (c) resolve, settle or compromise any claim for indemnification made pursuant to this Article 11; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims for indemnification pursuant to this Article 11 and all rights or Optionholder shall obligations arising under this Article 11. The Effective Time Holders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of the Representative in connection with this AgreementArticle 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Indemnified Persons will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents Representative will not be liable to any Effective Time Holder in the absence of gross negligence or willful misconduct on the part of the Representative. Each Effective Time Holder will severally, and not jointly, on a pro rata basis based on such Effective Time Holder’s Pro Rata Share of the other agreements contemplated hereby Escrow Fund, indemnify and thereby hold harmless the Representative from and shall be entitled to rely conclusively (against any Liability incurred without further evidence gross negligence or willful misconduct on the part of any kind whatsoever) on any document executed the Representative and arising out of or purported to be executed on behalf in connection with the acceptance or administration of any Stockholder or Optionholder his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date terms of this Agreement, except as set forth in Section 7.9 Article 11 (Publicity), including the hiring of counsel and the incurring of legal fees and costs) will be paid directly by the Effective Time Holders to the Representative shall not disclose any confidential non-public information it obtains in its capacity on a pro rata basis based on each Effective Time Holder’s Pro Rata Share of the Escrow Fund, and no such amounts will be paid from the Escrow Fund. The person serving as the Representative hereunder with respect may be replaced from time to time by the Effective Time Holders who held, as of immediately prior to the Company and Surviving CorporationEffective Time, except in each case for information that is in the public domain other than through conduct a majority of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the outstanding Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceUnits. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderBy voting in favor of the Merger, by their adoption each of the Company Stockholders approves the designation of and approval designates Xxxxx Xxx as the Representative of this Agreement, the Company Stockholders and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-the attorney- in-fact, proxy fact and representative agent for and authorizes it on behalf of each Company Stockholder with respect to claims for such Common Stockholder, Preferred Stockholder or Optionholder indemnification under Article 11 and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release or delivery to Acquirer of Escrow Funds in satisfaction of indemnity claims by Acquirer or any other Acquirer Indemnified Person pursuant to Article 11; (b) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (c) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 11; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Company Stockholder with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims under Article 11 hereof and all rights or Optionholder shall obligations arising under Article 11. The Company Stockholders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreementthe Representative in connection with Article 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Acquirer will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Representative will not be liable to any Company Documents Stockholder in the absence of gross negligence or willful misconduct on the part of the Representative. The Company Stockholders shall severally indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the other agreements contemplated hereby part of the Representative and thereby arising out of or in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this Agreement or any the terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), Stockholders to the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in pro rata based on each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceStockholder's Pro Rata Share. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderThe Representative is hereby appointed as, by their adoption and approval the Representative hereby acknowledges and accepts such appointment, as the representative of the Shareholders and for each Optionholder executing an Option Cancellation Agreement for purposes of this Agreement, the Exchange Agreement and the Escrow Agreement (collectively, the “Representative Agreements”) at and after the Effective Time. The Representative may resign at any time, and the Representative may be removed with the consent of the Principal Shareholders that owned in the aggregate, immediately prior to the Effective Time, more than 50% of the Shares collectively owned by such Shareholders (a “Majority in Interest”). In the event that a Representative has resigned or been removed, a new Representative shall be appointed with the consent of a Majority in Interest, such appointment to become effective upon the written acceptance thereof by the new Representative. Each of the Principal Shareholders shall use its or his respective commercially reasonable efforts to appoint a new Representative and provide written notice to Parent of such new appointment as soon as practicable following such resignation or removal. No such resignation or appointment of a new Representative shall be effective as against Parent, the Merger Sub or the Surviving Corporation until such time as Parent shall have received written notice of the appointment of a new Representative. Subject to Section 1.11(b) below, the Representative shall have the following non-exclusive powers at and after the Effective Time as the representative of the Shareholders and for each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it executing an Option Cancellation Agreement: (i) the power to act for such Common StockholderSecurityholders with regard to the indemnification obligations hereunder; (ii) the power to compromise any claim on behalf of such Securityholders and to transact matters of litigation or arbitration, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully Representative Agreements; (iii) the power to do or refrain from doing all intents such further acts and purposes deeds on behalf of such Securityholders that the Representative deems necessary or appropriate in its sole discretion consistent with the provisions of the Representative Agreements; (iv) the power to execute all such documents as the undersigned might Representative shall deem necessary or could do appropriate in person. Each Common Stockholderconnection therewith; and (v) the power to receive service of process in connection with any claims hereunder; provided, by their adoption and approval of this Agreementhowever, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by in no event shall the Representative have the power to act on behalf of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as such Securityholders under the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documentsPrincipal Shareholders Agreement. (b) Each Common Stockholder, by their adoption The Representative shall have such powers and approval of authority as are necessary to carry out the functions assigned to it under this Agreement. Parent, the Merger Sub, the Surviving Corporation and each Preferred Stockholder of their respective Affiliates shall be entitled to conclusively rely upon any and Optionholder agrees all written actions and instructions delivered by the Representative on behalf of Securityholders under or pursuant to the Representative Agreements. The Representative shall be permitted to act on behalf of the Securityholders with respect to any matter under the Representative Agreements; provided, that Parenta Majority in Interest (and GE Equity, in the case of a settlement or admission of any kind that specifically names GE Equity or any Affiliate thereof as having engaged in wrongful activity) consent to any release to Parent or the Merger Sub (including, after the Closing, the Surviving Corporation) from the Indemnity Fund, the Post-Closing Adjustment Fund or the CUNA Escrow Account by the Representative; and provided, however, that, notwithstanding anything set forth herein to the Company contrary, the Representative shall not be authorized to act on behalf of the Securityholders with respect to the Principal Shareholders Agreement. The Representative shall have no liability to any Securityholder with respect to actions taken or omitted to be taken in its capacity as Representative except with respect to the Representative’s willful misconduct. The Representative will at all times be entitled to rely on any action taken by directions received from (i) a Principal Shareholder or (ii) a Majority in Interest; provided, however, that the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant Representative shall not be required to Section 10.20(a) above (each, an “Authorized Action”)follow any such direction, and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have under no liability whatsoever obligation to take any other party hereto action in its capacity as Representative, unless the Representative has been provided with funds, security or indemnities which, in the sole determination of the Representative. (d) Parent, Merger Sub are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Surviving Corporation Representative in responding to such direction or taking such action. The Representative shall be entitled to deal exclusively engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its functions hereunder and (in the Representative absence of willful misconduct on all matters relating to this Agreement, the Company Documents and part of the other agreements contemplated hereby and thereby and Representative) shall be entitled to conclusively rely conclusively on the opinions and advice of such persons. Once no further funds exist in the Representative Fund, the Representative shall be entitled to reimbursement from the Securityholders (without further evidence which reimbursement shall be paid by each Securityholder in accordance the percentages set forth on the Escrow Allocation Schedule) for all reasonable expenses, disbursements and advances (including fees and disbursements of any kind whatsoeverits counsel, experts and other agents and consultants) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder incurred by the Representative in connection herewithsuch capacity, and on for indemnification against any other action loss, liability or expenses arising out of actions taken or purported omitted to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, (except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course those arising out of the Representative’s investment in willful misconduct), including the Company, the Representative’s exposure to the confidential information costs and expenses of the Company will likely serve to give the Representative increased knowledge investigation and understanding defense of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceclaims. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption Company Holder approves the designation of and approval designates Xxxxxx X. XxXxxxxxxx as the Representative of this Agreement, the Company Holders and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-fact, proxy fact and representative agent for and authorizes it on behalf of each Company Holder (the “Representative”) with respect to claims for such Common Stockholder, Preferred Stockholder or Optionholder indemnification under this Article 11 and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release or delivery to Acquirer of the General Escrow Fund and the Special Escrow Fund in satisfaction of indemnification claims of any Indemnified Person pursuant to this Article 11; (b) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims for indemnification; (c) arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this Article 11; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Company Holder with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims for indemnification under this Article 11 and all rights or Optionholder shall obligations arising under this Article 11. The Company Holders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of the Representative in connection with this AgreementArticle 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Acquirer will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Representative will not be liable to any Company Documents Holder in the absence of gross negligence or willful misconduct on the part of the Representative. The Company Holders will severally indemnify the Representative and hold him harmless against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. The Representative may select any substitute or successor Representative (who shall be a former Company Stockholder) upon written notice to Acquirer and the other agreements contemplated hereby consent of the holders of a majority in interest of the General Escrow Fund and thereby the Special Escrow Fund. At any time, the Company Holders holding a majority in interest of the General Escrow Fund and the Special Escrow Fund shall be entitled have the power to rely conclusively substitute any former Company Stockholder (without further evidence with such former Company Stockholder’s consent and upon written notice to Acquirer) as a successor Representative hereunder. Following and subject to full payment of all Awarded Damages (as defined in Section 11.8(e)) to Acquirer, on or after the Release Date (following settlement of all Pending Claims), any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder out-of-pocket costs and expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date terms of this Agreement, except as set forth in Section 7.9 Article 11 (Publicity), including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company Holders to the Representative shall not disclose any confidential non-public information it obtains in its capacity as on a pro rata basis based on each Company Holder’s Pro Rata Share of the Representative hereunder General Escrow Fund, with respect to the Company and Surviving Corporation, except in each case for information that is share of Acquirer Common Stock in the public domain other than through conduct of General Escrow Fund valued at the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceAcquirer Average Price Per Share. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption Effective Time Holder approves the designation of and approval designates Xxxxxxx X. Work as the representative of this Agreement, the Effective Time Holders and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-factfact and agent for and on behalf of each Effective Time Holder (such person and any successor, proxy the “Representative”) with respect to claims for indemnification pursuant to this Article 11 and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative pursuant to this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release or delivery to Acquirer of Escrow Cash from the Escrow Fund in satisfaction of indemnification claims of any Indemnified Person pursuant to this Article 11; (b) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate and comply with orders of courts with respect to, any claim for indemnification pursuant to this Article 11; (c) resolve, settle or compromise any claim for indemnification made pursuant to this Article 11; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims for indemnification pursuant to this Article 11 and all rights or Optionholder shall obligations arising under this Article 11. The Effective Time Holders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of the Representative in connection with this AgreementArticle 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Indemnified Persons will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents Representative will not be liable to any Effective Time Holder in the absence of gross negligence or willful misconduct on the part of the Representative. Each Effective Time Holder will severally, and not jointly, on a pro rata basis based on such Effective Time Holder’s Pro Rata Share of the other agreements contemplated hereby Escrow Fund, indemnify and thereby hold harmless the Representative from and shall be entitled to rely conclusively (against any Liability incurred without further evidence gross negligence or willful misconduct on the part of any kind whatsoever) on any document executed the Representative and arising out of or purported to be executed on behalf in connection with the acceptance or administration of any Stockholder or Optionholder his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to the terms of this Agreement or any Company Document. Article 11 (fincluding the hiring of counsel and the incurring of legal fees and costs) At all times will be paid directly by the Effective Time Holders to the Representative on a pro rata basis based on each Effective Time Holder’s Pro Rata Share of the Escrow Fund, and no such amounts will be paid from and after the date of Escrow Fund. The Representative shall have no obligation under this Agreement, except whether with respect to Third-Party Claims or non-Third Party Claims, for any amounts in excess of the Escrow Fund then held by the Escrow Agent under the Escrow Agreement (other than in his capacity as a Company Stockholder for his Pro Rata Share of any Damages related to Special Claim in excess of the Escrow Fund). The Representative shall have no obligation under this Agreement in the case of any failure by any Effective Time Holder (other than the Representative himself) to have good and valid title to the shares of Company Capital Stock or Company Options held by such Effective Time Holder as set forth in the Spreadsheet. The person serving as the Representative may be replaced from time to time by the Effective Time Holders who held, as of immediately prior to the Effective Time, a majority of the outstanding shares of Company Capital Stock. (b) The Representative shall be entitled to reimbursement from the Expense Funds, in accordance with Section 7.9 2.4 for expenses that are incurred in connection with its performance hereunder. If the aggregate amount of such expenses exceeds the Expense Funds, then each Effective Time Holder shall be liable for its Pro Rata Share of such excess expenses (Publicityincluding reasonable attorneys’ fees). In the event that any Effective Time Holder shall not have reimbursed the Representative for any such excess expenses, the Representative shall not disclose be entitled to reimbursement in the amount of such expenses out of any confidential non-public information it obtains in its capacity as portion of the Representative hereunder with respect Escrow Fund that otherwise would be distributed to the Company and Surviving CorporationEffective Time Holders, except in each case for information that is in the public domain other than through conduct after satisfaction or resolution of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceall indemnification claims. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderBy execution hereof, the Shareholders, the Option Holders and the Specified Shareholders hereby designate Maxxxxx X. Xxxxxxx xs the "Representative." The Representative shall have full power to act on behalf of the Shareholders, the Option Holders and the Specified Shareholders in the manner specified herein and in connection with all matters with respect to which action by their adoption and approval of the Representative is contemplated by this Agreement, and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners IIIexcept that no amendment adversely affecting Penn. Corp.'s rights hereunder or altering the amount, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder type or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, nature of consideration payable to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder Equity Holders hereunder shall be bound valid unless approved in writing by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents.Penn Corp. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company The Representative shall take all actions required to be entitled to rely on any action taken by the Representative, Representative under this Agreement and may take any action contemplated by this Agreement on behalf of the Common StockholdersShareholders, Preferred Stockholders and/or Optionholdersthe Option Holders and the Specified Shareholders. By giving notice to the Representative in the manner provided by Section 8.1, pursuant to Section 10.20(a) above (eachGeneral American, an “Authorized Action”)GAHC, and that each Authorized Action GAIMCO or CAM, as the case may be, shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Actiondeemed to have given notice to all of the Shareholders and Option Holders and the Specified Shareholder. (c) Each In the event that a CAM Indemnified Person gives notice to the Representative of a Third-Person Claim for which indemnification may be sought, the Representative shall have the authority to determine, in his sole judgment and in accordance with Section 7.6, whether to retain counsel (and to select that counsel) to protect the Shareholder's, the Option Holders', and the Specified Shareholders' interests, whether to assume the defense of or otherwise to control the handling of the parties hereto hereby acknowledges Third-Person Claim, and agrees that Accel-KKR Capital Partners IIIto make all other decisions required to be made by the Shareholders, LP shall have no liability whatsoever the Option Holders or the Specified Shareholders pursuant to Article VII of this Agreement, including, without limitation, whether to consent or withhold his 60 66 consent to any other party hereto settlement or compromise of a Third-Person Claim. The Representative is hereby also authorized (but not required) to seek approval of any proposed action or decision affecting the interests of the Shareholders, Option Holders or Specified Shareholders hereunder and in its capacity such event shall be authorized to act in accordance with the approval of such holders whose aggregate percentages as set forth on their respective signature pages constitute 51% or more of the Representativeindemnification obligations of such holders, provided that the Representative shall not have the authority to consent to the settlement of the Pending Litigation without the approval of Penn. Corp., which will not be unreasonably withheld. (d) ParentIn the event that the Representative shall resign or otherwise cease to act as the Representative, Merger Sub and the Surviving Corporation Representative shall be entitled authorized to deal exclusively with select a replacement Representative, subject to the written approval of Shareholders, Option Holders and Specified Shareholders who hold in the aggregate 51% or more of the total percentages set forth on the Equity Holders' signature pages (a "Majority of Interested Shareholders"), or, if the Representative on all matters relating shall not have selected a replacement who shall have been approved by a Majority of Interested Shareholders as aforesaid by the date the Representative ceases to this Agreementact in such capacity, the Company Documents and the other agreements contemplated hereby and thereby and then a Majority of Interested Shareholders shall be entitled authorized to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder select a replacement Representative by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactionswritten consent. (e) Neither ParentThe Representative shall have no liability to the Shareholders, Merger Sub nor Surviving Corporation shall be liable the Option Holders or the Specified Shareholders with respect to any Stockholder action taken or Optionholder not taken by him under this Agreement except for his own gross negligence or willful misconduct. The Representative may act in reliance upon the advice of counsel satisfactory to him in reference to any matter in connection with this Agreement and shall not incur any liability for any action taken in good faith in accordance with such advice. (f) Any action taken by the Representative pursuant may be considered by General American, GAHC, GAIMCO and CAM to this Agreement or any Company Document. (f) At be the action of each Shareholder, Option Holder and/or the Specified Shareholder for whom such action was taken for all times from and after the date purposes of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. Seller and each of the Stockholders hereby appoints Richard Maheu (athe "REPRESENTATIVE") Each Common Stockholderthe attorney-in-fact of Sellex xxx xxxx Xxockholder, by their adoption with full power and approval authority, including power of substitution, acting in the name of and for and on behalf of Seller and each Stockholder (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 and any Stockholder to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding Seller and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, if Seller and each Preferred Stockholder had personally entered into such an agreement. The Representative shall have the exclusive right, power and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representativeauthority, on behalf of Seller and the Common Stockholders, Preferred Stockholders and/or Optionholdersto pursue, pursuant to Section 10.20(a) above (each, an “Authorized Action”)defend, and that each Authorized Action 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 binding on 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 and each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each or the occurrence of any other event or events and the Representative may not terminate this power of attorney with respect to any of Seller's or any of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners IIIStockholders' or such Seller's or the Stockholder's successors or assigns without the consent of Buyer. Upon the death, LP shall have no liability whatsoever to any other party hereto in its capacity as disability or resignation of the Representative. (d) Parent, Merger Sub and the Surviving Corporation his successor shall be entitled Walter F. Senney, Jr. Any notice given to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the pursuxxx xx xxxx Xxxxxxxxx or any other agreements contemplated hereby shall constitute effective notice to Seller and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewithStockholders, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant party to this Agreement or any Company Document. (f) At all times other person may rely on any notice, consent, election or other communication received from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as if such notice, consent, election or other communication had been received from Seller and the Stockholders. Seller and the Stockholders agree to hold the Representative hereunder with respect to the Company harmless from any and Surviving Corporationall loss, except damage or liability and expenses (including legal fees) which such Representative may sustain as a result of any action taken in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (good faith by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderAt the Closing, by their adoption Sxxxxxx Xxxxx shall be appointed as the representative of the Series E Holders and approval of this Agreement, Plan Participants and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-fact, proxy fact and representative agent for and authorizes it on behalf of each Series E Holder and Plan Participant (the “Representative”) with respect to claims for such Common Stockholder, Preferred Stockholder or Optionholder indemnification pursuant to this Article 10 and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative pursuant to this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release or delivery to Acquirer of the cash in the Escrow Fund in satisfaction of indemnification claims of any Indemnified Person pursuant to this Article 10; (b) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate and comply with orders of courts with respect to, any claim for indemnification pursuant to this Article 10; (c) resolve, settle or compromise any claim for indemnification made pursuant to this Article 10; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Series E Holder and Plan Participant with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims for indemnification pursuant to this Article 10 and all rights or Optionholder shall obligations arising under this Article 10. The Series E Holders and Plan Participants will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of the Representative in connection with this AgreementArticle 10, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Indemnified Persons will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents Representative will not be liable to any Series E Holder or Plan Participant in the absence of gross negligence or willful misconduct on the part of the Representative. Any out-of-pocket costs and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date terms of this Agreement, except as set forth in Section 7.9 Article 10 (Publicity), including the hiring of counsel and the incurring of legal fees and costs) will be paid directly by the Series E Holders and the Plan Participants to the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company on a pro rata basis based on such Series E Holder’s and Surviving Corporation, except in each case for information that is in the public domain other than through conduct Plan Participants Pro Rata Share of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technologyDefense Amount, and business in a way that cannot no such amounts will be reasonably expected to be forgotten or separated paid from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceEscrow Fund. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderBy voting in favor of the Merger, by their adoption each of the Worldprints Shareholders approves the designation of and approval designates Xxx X. Xxxxxx as the representative of this Agreement, the Worldprints Shareholders (the "Representative") and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-factfact and agent for and on behalf of each Worldprints Shareholder with respect to claims for indemnification under Article 11 for Ordinary Damages and/or Special Damages, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in except Special Damages asserted against any and all capacities, of the Worldprints Founders pursuant to do and perform Section 11.2(d) (each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreementa "Representative Claim"), and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery the taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, amendmentincluding, agreementwithout limitation, opinion, certificate the exercise of the power to: (a) authorize the release or delivery to Excite@Home of shares of Excite@Home Preferred Stock and any other assets deposited in escrow pursuant to the terms of Section 2.5 and Article 11 hereof (including any shares of Excite@Home capital stock or other document executed securities into which Excite@Home Preferred Stock is converted or exchanged or which is received in respect of such shares of Excite@Home Preferred Stock or other capital stock and securities) in satisfaction of Representative Claims by Accel-KKR Capital Partners IIIExcite@Home or any other Excite@Home Indemnified Person (as defined herein) pursuant to Article 11; (b) agree to, LP in its capacity as the Representativenegotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such Common StockholderRepresentative Claims; (c) arbitrate, Preferred Stockholder resolve, settle or Optionholder shall compromise any Representative Claim made pursuant to Article 11; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Worldprints Shareholder with respect to the disposition, settlement or other handling of all Representative Claims under Article 11 hereof and all rights or obligations arising under Article 11 related to Representative Claims. The Worldprints Shareholders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreementthe Representative in connection with Representative Claims, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Excite@Home will be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct decision of the Representative or as may be legally requiredrelated thereto. If the Representative is requested or required The Worldprints Shareholders hereby acknowledge and agree that (by oral request or written request for information or documentsi) in any legal proceeding to disclose any such confidential information, then performing the Representative shall notify Parent promptly functions specified in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordinglythis Agreement, the Representative will not be liable to any Worldprints Shareholder in breach the absence of gross negligence or willful (a) to this Agreement by reason Agreement. (b) The Representative will serve without compensation; provided, however, that the Representative will be compensated at an hourly rate of remembering, retaining, or making use $150 for any time in excess of general ideas or general concepts fifty hours in the aggregate that may form a part he spends in performing the duties of the Representative’s increased knowledge as described , in addition to any reasonable expenses the Representative may incur in performing the duties of the Representative. The Representative shall be entitled to make an assessment against any Worldprints' Shareholder in respect of the Representative's time charges or expenses. Such assessment shall be made by a written notice to the Worldprints' Shareholders in the preceding sentence. manner provided in this Agreement for the giving of notice, in an amount equal to each Worldprints Shareholder's pro rata share of any assessment (gsuch pro rata share being based upon the respective ownership interests of the Worldprints' Shareholders set forth beside their names on Schedule 3.4.1(a) Each Common Stockholder, by their adoption and approval of this Agreement) and the due date for payment of the assessment and shall specify in reasonable detail the facts or circumstances giving rise to the assessment. Each Worldprints' Shareholder shall make payment in full of its share of an assessment no later than ten calendar days after the payment date specified in the notice of assessment. In the event a Worldprints' Shareholder does not pay the full amount of the assessment, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative shall be entitled to payment from such Worldprints Shareholder of the amount shown in the notice of assessment, plus an additional 25% of the requested assessment as liquidated damages (and not as a penalty) for failure to timely pay the assessment, in addition to any costs of collection, including reasonable attorneys' fees and court costs. Pending application of the proceeds of an assessment, the Representative shall deposit the proceeds of an assessment in a money market demand account at a commercial bank having an office in Boulder, Colorado. Such account will also serve as the depository for any Representative Indemnification pursuant excess funds remaining after application of the proceeds of an assessment, provided that any assessment funds that remain unused for a period of 90 days shall be returned to Section 3.8the appropriate Worldprints' Shareholders.

Appointment of Representative. (a) Each Common Stockholder, by their adoption Company Noteholder has approved or will approve the designation of and approval designates Xxxx Xxxx as the representative of this Agreement, the Company Noteholders and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-fact, proxy fact and representative agent for and authorizes it on behalf of each Company Noteholder (the “Representative”) with respect to claims for such Common Stockholder, Preferred Stockholder or Optionholder indemnification pursuant to this Article 11 and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative pursuant to this Agreement, amendmentincluding the exercise of the power to: (a) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claim for indemnification pursuant to this Article 11; (b) arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this Article 11; and (c) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Company Noteholder with respect to the disposition, settlement or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder handling of all claims for indemnification pursuant to this Article 11 and all rights or Optionholder shall obligations arising under this Article 11. The Company Noteholders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of the Representative in connection with this AgreementArticle 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Indemnified Persons will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Representative will not be liable to any Company Documents Noteholder in the absence of gross negligence or willful misconduct on the part of the Representative. Each Company Noteholder will severally, and not jointly, on a pro rata basis based on such Company Noteholder’s Pro Rata Share, indemnify and hold harmless the other agreements contemplated hereby Representative from and thereby against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and shall be entitled to rely conclusively (without further evidence arising out of any kind whatsoever) on any document executed or purported to be executed on behalf in connection with the acceptance or administration of any Stockholder or Optionholder his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date terms of this Agreement, except as set forth in Section 7.9 Article 11 (Publicity), including the hiring of legal counsel and the incurring of legal fees and costs) will be paid directly by the Company Noteholders to the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the on a pro rata basis based on each Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the RepresentativeNoteholder’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentencePro Rata Share. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderBy voting in favor of the Merger, by their adoption ----------------------------- each of the Kendara Stockholders approves the designation of and approval designates Xxxxxxx X. Xxxxx as the Representative of this Agreement, the Kendara Stockholders and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-fact, proxy fact and representative agent for and authorizes it on behalf of each Kendara Stockholder with respect to claims for such Common Stockholder, Preferred Stockholder or Optionholder indemnification under Article 11 and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, amendmentincluding, agreementwithout limitation, opinion, certificate the exercise of the power to: (a) authorize the release or delivery to Excite@Home of shares of Excite@Home Preferred Stock and any other assets deposited in escrow pursuant to the terms of Section 2.5 and Article 11 hereof (including any shares of Excite@Home capital stock or other document executed securities into which Excite@Home Preferred Stock is converted or exchanged or which is received in respect of such shares of Excite@Home Preferred Stock or other capital stock and securities) in satisfaction of indemnity claims by Accel-KKR Capital Partners IIIExcite@Home or any other Excite@Home Indemnified Person (as defined herein) pursuant to Article 11; (b) agree to, LP in its capacity as the Representativenegotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such Common Stockholderclaims; (c) arbitrate, Preferred resolve, settle or compromise any claim for indemnity made pursuant to Article 11; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Kendara Stockholder with respect to the disposition, settlement or Optionholder shall other handling of all claims under Article 11 hereof and all rights or obligations arising under Article 11. The Kendara Stockholders will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreementthe Representative in connection with Article 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Excite@Home will be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course decision of the Representative’s investment . In performing the functions specified in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordinglythis Agreement, the Representative will not be liable to any Kendara Stockholder in breach the absence of this Agreement by reason of remembering, retaining, gross negligence or making use of general ideas or general concepts that may form a willful misconduct on the part of the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.the

Appointment of Representative. Each Seller (aother than Pentland) Each Common Stockholderhereby appoints Heritage Partners Management Company, by their adoption and approval of this AgreementLLP, and each Preferred Stockholder and Optionholder Heritage Partners Management Company, LLP hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for accepts such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactionsappointment, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement“Representative.” The Representative shall, and each Preferred Stockholder shall have full power and Optionholder acknowledges and agrees that upon execution of this Agreementauthority to, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, act on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(aSellers (other than Pentland) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively connection with the Representative on all matters relating to this Agreement, including, without limitation, to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement except for those certificates required to be delivered pursuant to Section 9.3(a), provided, however, that if the Company Documents effect of any such amendment, modification or waiver on the Sellers (other than Heritage) is different in any material and adverse respect from the effect on Heritage, then the prior written consent of a majority-in-interest of such adversely affected Sellers, other agreements contemplated hereby than Pentland (determined based upon the number of Units sold, directly or indirectly, by such Sellers to Buyer) shall also be required for such amendment, modification or waiver. The Representative shall also be authorized to take all actions on behalf of the Sellers in connection with any claims under Article X of this Agreement (other than claims against Pentland, or against an individual Seller), to initiate, prosecute, defend and/or settle such claims, and thereby and to make or cause to be made payments in respect of any claims brought against the Sellers (other than Pentland) from the Escrow Funds (to the extent provided for in the Escrow Agreements) or from amounts retained by the Representative under this Agreement. The Representative will not receive a fee for serving as the agent of the Sellers (other than Pentland) hereunder. The Representative shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewithengage counsel and other advisors, and on the reasonable fees and expenses of such counsel and advisors may be paid from the Escrow Funds (to the extent provided for in the Escrow Agreements) or from amounts retained by it pursuant to this Agreement, provided, however, that unless otherwise specifically provided for in this Agreement, Buyer shall not have any other action taken obligation or purported liability for such fees and expenses, and provided further, that such fees and expenses may not be paid from the portion of the Escrow Funds representing amounts held to be taken on behalf secure indemnification obligations of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or OptionholderPentland. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder Seller for any action taken by it pursuant to this Agreement, and the Sellers (other than Pentland) shall jointly and severally indemnify and hold the Representative harmless from any Losses (as hereinafter defined) arising out of it serving as agent hereunder, except in each case if and to the extent the Representative has engaged in bad faith or Optionholder willful misconduct. The Parties acknowledge that the Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Sellers hereunder, and Buyer agrees that it will not look to the personal assets of the Representative for the satisfaction of any obligations of the Sellers (or any of them). By giving notice to the Representative in the manner provided by Section 11.1, Buyer shall be deemed to have given notice to all of the Sellers (other than Pentland) and any action taken by the Representative pursuant may be considered and relied upon by Buyer to be the action of each Seller (other than Pentland) for whom such action was taken for all purposes of this Agreement. The Representative may resign as agent of the Sellers hereunder upon at least ten (10) days prior written notice to the Sellers. The Sellers (other than Pentland, but including Heritage) who were the beneficial owners of a majority of the Purchased Securities sold to Buyer may remove and replace the Representative upon written notice to the Representative. In the event the Representative resigns or is removed and replaced by such Sellers, such Sellers will promptly notify Buyer in writing of the designation by them of a successor to act as their Representative and the address to which notices hereunder shall be sent. All rights of the Representative to indemnification hereunder shall survive the termination of this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative resignation or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course removal of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption of the Company Preferred Stockholders and approval Management Carve-Out Recipients approves the designation of this Agreement, and each designates Xxxxxx X. Xxxxxx Xx. as the representative of the Company Preferred Stockholder Stockholders and Optionholder hereby irrevocably constitutes Management Carve-Out Recipients and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, the attorney-in-fact, proxy fact and representative agent for and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do and perform on behalf of each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement, and each Company Preferred Stockholder and Optionholder acknowledges Management Carve-Out Recipient (the “Representative”) with respect to the monitoring and agrees that upon execution negotiating of this Agreement, upon any delivery the determination of Adjusted Net Liabilities under Section 2.1.3 hereof and claims for indemnification under Article 11 and the taking by the Representative of any waiverand all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, amendmentincluding the exercise of the power to: (a) authorize the release or delivery to Parent of General Escrow Funds in satisfaction of indemnity claims by Parent or any other Parent Indemnified Person pursuant to Article 11; (b) agree to, agreementnegotiate, opinionenter into settlements and compromises of, certificate demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (c) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 11; (d) accept, contest or request additional information with respect to Final Adjustment Calculations; (e) engage advisors and consultants to review any Final Adjustment Calculations and such books and records of Parent or Company as Representative or such advisors may deem necessary to make determinations with respect thereto; (f) arbitrate, mediate, litigate, negotiate, discuss or settle with respect to the determination of the determination of Adjusted Net Liabilities and to engage advisors to assist in such activities; (g) execute the Escrow Agreement and (h) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Company Preferred Stockholder and Management Carve-Out Recipient with respect to the disposition, settlement or other document executed by Accelhandling of all claims under Article 11 and all rights or obligations arising under Article 11. The Company Preferred Stockholders and Management Carve-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall Out Recipients will be bound by such all actions taken and documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreementthe Representative in connection with Article 11, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall Parent will be entitled to rely on any action taken by or decision of the Representative, on behalf of . In performing the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto functions specified in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Representative will not be liable to any Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Preferred Stockholder or Optionholder Management Carve-Out Recipient in the absence of gross negligence or willful misconduct on the part of the Representative. The Company Preferred Stockholders and Management Carve-Out Recipients shall severally indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action with actions taken by the Representative pursuant to this the terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) not reimbursed pursuant to the Escrow Agreement or any will be paid by the Company Document. (f) At all times from Preferred Stockholders and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), Management Carve-Out Recipients to the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the based on each Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct Preferred Stockholder’s Pro Rata Share of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) Total Consideration and each Management Carve-Out Recipient’s Pro Rata Share of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceManagement Carve-Out Amounts. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder the Stockholders hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as Willxxx X. Xxxxxx xx its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in exclusive agent to act on its behalf with respect to any and all capacities, Stockholder Indemnity Claims and any and all MLC Indemnity Claims arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to do and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of this Agreement"Representative." The Representative shall take, and each Preferred Stockholder and Optionholder acknowledges and agrees the Stockholders agree that upon execution of this Agreement, upon any delivery by the Representative of shall take, any waiverand all actions which the Representative believes are necessary, amendment, agreement, opinion, certificate desirable or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed appropriate under this Agreement for and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholderparties were acting on their own behalf, Preferred including, without limitation, asserting Stockholder and/or Optionholder had taken Indemnity Claims against MLC, defending all MLC Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and MLC Indemnity Claims, conducting negotiations with MLC and its representatives regarding such Authorized Action. (cclaims, dealing with MLC and the Escrow Agent under the Escrow Agreement referred to in Section 12.7(a) Each of below with respect to all matters arising under the parties hereto hereby acknowledges Escrow Agreement, taking any and agrees that Accel-KKR Capital Partners IIIall other actions specified in or contemplated by this Agreement and engaging counsel, LP accountants or other representatives in connection with the foregoing matters. MLC shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled right to rely conclusively (without further evidence of any kind whatsoever) on any document executed upon all actions taken or purported omitted to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in all of which actions or omissions shall be legally binding upon the Stockholders. The Representative, acting pursuant to this Section 7.9 (Publicity)12.3, the Representative shall not disclose be liable to any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporationother Stockholder for any act or omission, except in each case for information connection with any act or omission that is in was the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course result of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten 's bad faith or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentencegross negligence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption The Principal Shareholders hereby appoint Xxxxxxx Xxxxxx or his duly appointed representative to serve as the Principal Shareholders' agent and approval of this Agreement, and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-factfact (the "Representative"), proxy with full power and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and steadauthority (including power of substitution), in any the name of and all capacitiesfor and on behalf of each of the Principal Shareholders, or in its own name as Representative, to do take all actions required or permitted under the Escrow Agreement and perform each and every act and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactionstransactions contemplated thereby, as fully to including the giving and receiving of all intents accountings, reports, notices and purposes as consents and the undersigned might or could do in personsigning of all certificates, notices, instructions and other documents and making all determinations hereunder and thereunder. Each Common Stockholder, by their adoption and approval of this AgreementThe authority conferred hereby shall be an agency coupled with an interest, and each Preferred Stockholder all authority conferred hereby is irrevocable and Optionholder acknowledges and agrees that upon execution of this Agreement, upon any delivery not subject to termination by the Representative Principal Shareholders (or any of them), or by operation of law, whether by the death or incapacity of the Principal Shareholders, or the occurrence of any waiver, amendment, agreement, opinion, certificate other event. If any Principal Shareholder should die or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder become incapacitated or Optionholder shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company shall be entitled to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parentsuch event should occur, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Representative or any other party hereto or to this any other agreement contemplated hereby shall have received notice of such death, incapacity, termination or other event. Any notice given to the Representative shall constitute effective notice to each of the Principal Shareholders, and any other party to the Escrow Agreement or any Company Document. other Person may rely on any notice, consent, election or other communication received from the Representative as if such notice, consent, election or other communication had been received from each of the Principal Shareholders. With respect to all matters relating to the Principal Shareholders arising under the Escrow Agreement, Xybernaut and the escrow agent under the Escrow Agreement shall be required to deal only with the Representative, and the decision of the Representative with respect to any matter shall be binding on all of the Principal Shareholders. The Representative may rely on any notice, instruction, certificate or other instrument which it believes to be genuine and to have been signed or presented by a proper person or persons. The Principal Shareholders hereby agree to bear the reasonable charges of the Representative, including reimbursement for out-of-pocket expenses and other costs, and such attorneys' fees, expenses and other costs as may be incurred by the Representative in connection with the administration of the provisions of the Escrow Agreement and the transactions contemplated thereby. The Representative shall have no duties or responsibilities except those expressly set forth in the Escrow Agreement. The Representative shall be held harmless by the Principal Shareholders from any liability, loss, claim, demand or expense (fincluding attorney's fees and expenses) At all times from and after arising out of or in connection with the date performance of this its obligations in accordance with the Escrow Agreement, except as set forth in Section 7.9 (Publicity), for any of the Representative foregoing arising out of the gross negligence or willful misconduct of the Representative. The foregoing provision shall not disclose any confidential non-public information it obtains in its capacity as survive the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct resignation or substitution of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach termination of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of and/or the Representative’s increased knowledge as described in the preceding sentenceEscrow Agreement. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common StockholderIn order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the CSE Holders may be required to indemnify Buyer Indemnified Parties pursuant to this Agreement, the Stockholders and Hill hereby agree to the appointment of Sxxxxx Xxxxxxxx as the Stockholders’ and Hill’s representative (the “Stockholders’ Representative”). The Stockholders’ Representative is hereby authorized to take any and all action as is contemplated to be taken by their adoption and approval the Stockholders or Hill by the terms of this Agreement, provided that, the Stockholders’ Representative shall not (i) consent to the entry of any judgment or enter into any settlement which affects or binds any of the CSE Holders without the prior written consent of such CSE Holder (which consent shall not be unreasonably withheld, delayed, denied or conditioned), (ii) without limiting the foregoing, take any actions (directly or indirectly) under this Agreement or any other document or instrument being executed in connection herewith, including consenting to any amendments to or waivers of the terms and conditions set forth herein or therein, that have an adverse affect on any CSE Holders unless such action (x) adversely affects the Stockholders’ Representative in a substantially identical manner or (y) is consented to in writing by each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners IIIsuch adversely affected CSE Holder, LP as its true and lawful agent(iii) without limiting the foregoing, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder consent to any amendment to or Optionholder and waiver of any of the indemnification provisions set forth in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and steadArticle VII hereof, in each case without the prior written consent of the CSE Holders, and (iv) be authorized to take any and all capacities, to do and perform each and every act and thing action in respect of any claim that is made by any Person (including executing documents a Governmental Authority) against any CSE Holder if such claim is not made against the Stockholders’ Representative or other CSE Holders hereunder. Subject to the foregoing, all decisions and other instruments) necessary actions by the Stockholders’ Representative shall be binding upon all of the CSE Holders and no CSE Holder shall have the right to object, dissent, protest or desirable otherwise contest the same. Subject to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholderforegoing, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution of this Agreement, upon the CSE Holders agree that: (i) Buyer shall be able to rely exclusively on the instructions (including wire instructions) and decisions of the Stockholders’ Representative as to matters contemplated by Sections 1.7, 1.10, 1.13, 1.18 and 1.19 and the settlement of claims for indemnification by or against Buyer pursuant to this Agreement, or any delivery other actions taken by the Stockholders’ Representative hereunder, and no party hereunder shall have any cause of any waiveraction against Buyer in reliance upon the instructions or decision of the Stockholders’ Representative; (ii) all actions, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as decisions and instructions of the Representative, such Common Stockholder, Preferred Stockholder or Optionholder Stockholders’ Representative shall be bound final, conclusive and binding upon the CSE Holders; (iii) the provisions of this Section 1.20 are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any CSE Holder may have in connection with the transactions contemplated by such documents this Agreement; (iv) the provisions of this Section 1.20 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each CSE Holder, and, for the purposes of this Section 1.20, any references in this Agreement to a CSE Holder shall mean and include the successors to the CSE Holder’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or action as fully as if such otherwise; and (v) in the case of the resignation or the death or inability to act of Sxxxxx Xxxxxxxx, a successor shall be named by Stockholders holding more than fifty percent (50%) of the shares of the Company Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documentsStock immediately prior to the Closing. (b) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees that Parent, Merger Sub and the Company The term “Stockholders’ Representative” as used herein shall be entitled deemed to rely on any action taken by the Representative, on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Actioninclude a successor representative. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners III, LP shall have no liability whatsoever to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the The Stockholders’ Representative on all matters relating to this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating liable to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder CSE Holders for any action taken by act done or omitted to be done hereunder while acting in good faith and in the exercise of reasonable judgment. Each CSE Holder agrees to jointly and severally indemnify and hold harmless the Stockholders’ Representative pursuant to this Agreement or any Company Document. (f) At all times from and after against any Damages incurred without gross negligence or willful misconduct on the date of this Agreement, except as set forth in Section 7.9 (Publicity), the Representative shall not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described Stockholders’ Representative and arising out of or in connection with the preceding sentenceacceptance or administration of the Stockholders’ Representative duties hereunder. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder The BG Media Related Investors hereby irrevocably constitutes constitute and appoints Accel-KKR Capital Partners III, LP appoint BG Media as its true representative (the "Representative") and its lawful agent, agent and attorney-in-factfact for the purpose of performing and consummating the transactions contemplated by this Agreement, proxy the Registration Rights Agreement, the Certificate of Designation, the Warrants or any other agreement, document or instrument entered into in connection herewith or therewith (the "TRANSACTION DOCUMENTS") and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in the taking of any and all capacities, to do actions and perform each the making of any and every act all decisions hereunder and thing (including executing documents and other instruments) necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes thereunder. The appointment of BG Media as the undersigned might Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and shall not be terminated by any or could do in person. Each Common Stockholder, by their adoption and approval all of this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution the BG Media Related Investors without the consent of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity as the Representative, such Common Stockholder, Preferred Stockholder or Optionholder shall which consent may be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreementwithheld for any reason, and each Preferred Stockholder the Representative is hereby authorized and Optionholder agrees that Parent, Merger Sub directed to perform and consummate all of the Company transactions contemplated by the Transaction Documents. The Corporation shall be entitled to rely on the provisions of this Section 13 in dealing with the BG Media Investors. Notwithstanding anything to the contrary contained herein, the BG Media Related Investors shall retain the right to sell, transfer or otherwise dispose of any action taken Shares which have been registered under the Securities Act or which are freely transferable under Rule 144 of the Securities Act. Not by way of limiting the authority of the Representative, each and all of the BG Media Related Investors, for themselves and their respective heirs, executors, administrators, successors and assign, hereby authorize the Representative to: (i) waive any provision of the Transaction Documents, including conditions to Closing, which the Representative deems necessary or desirable; (ii) execute and deliver on their behalf any and all of the Transaction Documents; (iii) make and receive notices and other communications pursuant to the Transaction Documents and service of process in any legal action or other proceeding arising out of or related to the Transaction Documents or any of the transactions hereunder or thereunder; (iv) settle any dispute, claim, action, suit or proceeding arising out of or related to the Transaction Documents or any of the transactions hereunder or thereunder; (v) enter into or consent to any modification, amendment or termination of any Transaction Document; (vi) take any action under the Transaction Documents, including, without limitation, exercise of the Warrants or conversion of any shares of Series A Preferred Stock; (vii) appoint or provide for a successor Representative; (viii) pay expenses incurred or which may be incurred by or on behalf of the Common StockholdersBG Media Investors in connection with the Transaction Documents; and (ix) take any other action necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. (b) Any claim, Preferred Stockholders and/or Optionholdersaction, pursuant suit or other proceeding, whether in law or equity, to Section 10.20(a) above (eachenforce any right, an “Authorized Action”)benefit or remedy granted to the BG Media Related Investors under this Agreement may be asserted, and that each Authorized Action shall be binding on each Common Stockholderbrought, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common Stockholder, Preferred Stockholder and/or Optionholder had taken such Authorized Actionprosecuted or maintained only by the Representative. (c) Each The Representative shall not be liable to any BG Media Related Investor for any acts or omissions of the parties hereto hereby acknowledges Representative in connection with its duties and agrees that Accel-KKR Capital Partners IIIobligations hereunder, LP shall have no liability whatsoever except in the case of the Representative's gross negligence or willful misconduct. The BG Media Related Investors, jointly and severally, agree to indemnify and hold the Representative harmless as to any liability incurred by it to any person by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Representative for all of its costs and expenses, including, among other party hereto things, reasonable attorneys' fees and costs, incurred by reason of any matter as to which an indemnity is paid under this Section 13; PROVIDED, HOWEVER, that no indemnity need be paid in its capacity as the case of the Representative's gross negligence or willful misconduct. (d) Parent, Merger Sub The Representative is authorized and empowered to construe the Surviving Corporation Transaction Documents and his reasonable construction made in good faith shall be entitled conclusive and binding upon the BG Media Related Investors and upon all parties thereto. The Representative shall always be protected and free from liability in acting upon any notice, request, consent, certificate, declaration, fax, telegram, telex, guarantee, affidavit or other paper or document or signature believed by it to deal exclusively with be genuine and to have been signed by the proper party or parties or by the party or parties purporting to have signed the same. The Representative shall not be liable for any error of judgment or for any act done or omitted, or for any mistake of fact or law or for anything which it may do or refrain from doing in good faith, nor shall the Representative on all matters relating to have any accountability hereunder, except for actual losses, if any, suffered by the BG Media Related Investors that are proximately caused by the Representative's own gross negligence or willful misconduct. The Representative may consult with legal counsel and any action under this Agreement, the Company Documents and the other agreements contemplated hereby and thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed Agreement taken or purported to be executed on behalf of any Stockholder or Optionholder suffered in good faith by the Representative in connection herewith, accordance with the opinion of such counsel shall be conclusive upon the parties hereto and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewithshall be fully protected and be subject to no liability with respect thereto. NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, as fully binding upon such Stockholder or OptionholderIN NO EVENT SHALL THE REPRESENTATIVE BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL, LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS) EVEN IF THE REPRESENTATIVE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but This section shall not be required to, make claims and seek recourse on behalf survive the termination of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the TransactionsAgreement. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in Section 7.9 (Publicity), the The Representative shall have the right to resign at any time by giving not disclose any confidential non-public information it obtains in its capacity as the Representative hereunder with respect less than 10 days' advance written notice to the Company and Surviving Corporation, except in each case for information that is in the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentenceBG Media Related Investors. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.

Appointment of Representative. (a) Each Common Stockholder, by their adoption and approval Stockholder hereby appoints ----------------------------- Xxxxxx Xxxxxxxxxxx as its exclusive agent to act on its behalf with respect to all of the transactions contemplated under this Agreement, including without limitation, the Registration Rights Agreement, the Escrow Agreement and each Preferred Stockholder and Optionholder hereby irrevocably constitutes and appoints Accel-KKR Capital Partners III, LP as its true and lawful agent, attorney-in-fact, proxy and representative and authorizes it for such Common Stockholder, Preferred Stockholder or Optionholder and in such Common Stockholder’s, Preferred Stockholder’s or Optionholder’s name, place and stead, in any and all capacities, to do Stockholder Indemnity Claims and perform each any and every act and thing all Xxxxxx Indemnity Claims (including executing documents and other instruments"Claim" or "Claims") necessary or desirable to be done in connection with the Transactions, as fully to all intents and purposes as the undersigned might or could do in person. Each Common Stockholder, by their adoption and approval of arising under this Agreement, and each Preferred Stockholder and Optionholder acknowledges and agrees that upon execution or such other representative as may be hereafter appointed by a majority in interest of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by Accel-KKR Capital Partners III, LP in its capacity Stockholders. Such agent is hereinafter referred to as the "Representative, such Common Stockholder, Preferred Stockholder or Optionholder ." The -------------- Representative shall be bound by such documents or action as fully as if such Common Stockholder, Preferred Stockholder or Optionholder had executed and delivered such documents. (b) Each Common Stockholder, by their adoption and approval of this Agreementtake, and each Preferred Stockholder and Optionholder agrees that Parentthe Representative shall take, Merger Sub any and all actions which the Company shall be entitled to rely on any action taken by the Representative, Representative believes are necessary or appropriate under this Agreement for and on behalf of the Common Stockholders, Preferred Stockholders and/or Optionholders, pursuant to Section 10.20(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Common Stockholder, Preferred Stockholder and/or Optionholder, as applicable, as fully as if such Common StockholderStockholder were acting on his own behalf, Preferred Stockholder and/or Optionholder had taken such Authorized Action. (c) Each of the parties hereto hereby acknowledges and agrees that Accel-KKR Capital Partners IIIincluding, LP shall have no liability whatsoever without limitation, executing on their behalf all documents required to any other party hereto in its capacity as the Representative. (d) Parent, Merger Sub and the Surviving Corporation shall be entitled to deal exclusively with the Representative on all matters relating to close this Agreement, the Company Documents asserting Stockholder Indemnity Claims against Xxxxxx, defending all Xxxxxx Indemnity Claims, consenting to, compromising or settling all Claims, conducting negotiations with Xxxxxx and its representatives regarding such Claims, dealing with Xxxxxx and the Escrow Agent under the Escrow Agreement referred to in Section 11.7(a) below with respect to all matters arising under the Escrow Agreement, taking any and all other agreements actions specified in or contemplated hereby by this Agreement and thereby and engaging counsel, accountants or other representatives in connection with the foregoing matters. Xxxxxx shall be entitled have the right to rely conclusively (without further evidence of any kind whatsoever) on any document executed upon all actions taken or purported omitted to be executed on behalf of any Stockholder or Optionholder by the Representative in connection herewith, and on any other action taken or purported to be taken on behalf of any Stockholder or Optionholder by the Representative in connection herewith, as fully binding upon such Stockholder or Optionholder. The Representative may (and each Stockholder and Optionholder hereby authorizes it to), but shall not be required to, make claims and seek recourse on behalf of one or more Stockholder Parties as contemplated by or related to or arising from this Agreement or the other documents referred to herein or otherwise relating to the Transactions. (e) Neither Parent, Merger Sub nor Surviving Corporation shall be liable to any Stockholder or Optionholder for any action taken by the Representative pursuant to this Agreement or any Company Document. (f) At all times from and after the date of this Agreement, except as set forth in all of which actions or omissions shall be legally binding upon the Stockholders. The Representative, acting pursuant to this Section 7.9 (Publicity)11.3, the Representative shall not disclose be liable to any confidential non-public information it obtains in its capacity as the Representative hereunder with respect to the Company and Surviving CorporationStockholder for any act or omission, except in each case for information connection with any act or omission that is in was the public domain other than through conduct of the Representative or as may be legally required. If the Representative is requested or required (by oral request or written request for information or documents) in any legal proceeding to disclose any such confidential information, then the Representative shall notify Parent promptly in writing (to the extent practicable) of the request or requirement so that Parent may seek an appropriate protective order at its cost. Notwithstanding the foregoing, Parent and the Surviving Corporation acknowledge that in the course result of the Representative’s investment in the Company, the Representative’s exposure to the confidential information of the Company will likely serve to give the Representative increased knowledge and understanding of the Company’s industry, technology, and business in a way that cannot be reasonably expected to be forgotten 's bad faith or separated from the Representative’s overall knowledge base. Accordingly, the Representative will not be in breach of this Agreement by reason of remembering, retaining, or making use of general ideas or general concepts that may form a part of the Representative’s increased knowledge as described in the preceding sentencegross negligence. (g) Each Common Stockholder, by their adoption and approval of this Agreement, and each Preferred Stockholder and Optionholder agrees to reimburse and indemnity the Representative for any Representative Indemnification pursuant to Section 3.8.