Common use of Appointment of Stockholder Representative Clause in Contracts

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes and appoints the Stockholder Representative as his or her true and lawful attorney-in-fact to act for and on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 and the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein granted.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) The (i) adoption of the Merger Agreement by the former holders of record of Company Common Stock, and appoints (ii) any exercise of the Company Warrants by the holders thereof (such holders, together with the former stockholders of record of the Company, the “Former Company Stockholders”), shall constitute by each such person, respectively, the authorization, designation and appointment of the Stockholder Representative Representative, in each case to act as his or her true the sole and lawful exclusive agent, attorney-in-fact and representative of each of the Former Company Stockholders by the consent of the Former Company Stockholders and as such is hereby authorized and directed to act for (a) take any and on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 and the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with without limitation executing and delivering any of the foregoingdocuments, retaining counsel, accountants, appraisers incurring any costs and other advisers in connection with any of the foregoing, all expenses for the account of the IndemnitorFormer Company Stockholders and making any and all determinations required by this Agreement) which may be required in carrying out his duties under this Agreement, (b) give notices and communications on behalf of the stockholder as set forth in this Agreement, (c) exercise such Indemnitor agreeing other rights, power and authority as are authorized, delegated and granted to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken under this Agreement and done pursuant hereby, and (d) exercise such rights, power and authority as are incidental to the authority herein granted. Each Indemnitor hereby agrees to indemnify foregoing, and to save and hold harmless any decision or determination made by the Stockholder Representative from consistent therewith shall be absolutely and irrevocably binding on each Former Company Stockholder as if such stockholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Former Company Stockholder’s individual capacity. (b) The Stockholder Representative shall not be liable, in any liability manner or to any extent, for any mistake or fact or error of judgment or for any acts or omissions by it of any kind, except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct or gross negligence. The Former Company Stockholders shall jointly and severally indemnify the Stockholder Representative and hold it harmless against any and all liabilities incurred by it, except for liabilities incurred by the Stockholder Representative based upon resulting from its own willful misconduct or arising gross negligence, provided, however, that any indemnification obligations of the Former Company Stockholders shall be satisfied solely out of any the shares of Parent Common Stock issuable pursuant to Section 1.13 of this Agreement and the CVR Shares issuable under the CVR Agreement, in each case only to the extent such shares of Parent Common Stock and CVR Shares were not issued prior to the time such indemnification obligation arises. The Stockholder Representative shall be entitled to receive a number of shares of Parent Common Stock and CVR Shares equal to the quotient obtained by dividing the amount of the indemnification obligation referenced in the immediately preceding sentence by the average of the last reported sales prices of Parent Common Stock on the primary exchange where it is traded for the last fifteen trading days immediately preceding the date of issuance of shares of Parent Common Stock pursuant to Section 1.13 hereof, and, in the case of CVR Shares, the date of issuance of such shares pursuant to the CVR Agreement. (c) A decision, act, whether of omission consent or commission, instruction of the Stockholder Representative pursuant to the authority herein grantedshall constitute a decision of all Former Company Stockholders and shall be final, other than actsbinding and conclusive upon each such Holder, whether of omission and Parent may rely upon any decision, act, consent or commission, instruction of the Stockholder Representative that constitute gross negligence as being the decision, act, consent or willful misconduct in the exercise by the Stockholder Representative instruction of the authority herein grantedeach and every such Former Company Stockholder.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes and appoints The Stockholders hereby appoint the Stockholder Representative as his or her true the representative of the Stockholders. The Stockholder Representative shall have full power and lawful attorney-in-fact authority to act for represent the Stockholders and on behalf of such Indemnitor in their successors and assigns with respect to all matters relating to or arising out of under this Article 10 and the liability or asserted liability of such Indemnitor hereunderAgreement, including specificallyincluding, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, amendment or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement waiver of any Third Party Claim on behalf provision of such Indemnitor or refusing to accept this Agreement, and all action taken by the same, settling and compromising the liability of such Indemnitor Stockholder Representative hereunder, instituting pursuant to authority granted herein, shall be binding upon each Stockholder and prosecuting such actions (including arbitration proceedings) their successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Stockholder Representative shall deem have full power and authority, on behalf of all the Stockholders and their successors, to interpret all the terms and provisions of this Agreement, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect thereto, and to retain such counsel and consultants as appropriate and necessary to carry out his duties under this Agreement. The Stockholder Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Stockholder Representative as hereinafter provided. In case of such resignation, or in connection with any the event of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing death or inability to be fully bound by the acts, decisions and agreements act of the Stockholder Representative taken and done pursuant to Representative, a successor shall be named by a majority of the authority herein grantedremaining Stockholders. Each Indemnitor such successor Stockholder Representative shall have all the power, authority, rights and privileges hereby agrees conferred upon the original Stockholder Representative, and the term "Stockholder Representative" as used herein shall be deemed to include each such successor Stockholder Representative. The Stockholders shall indemnify and to save and hold harmless the Stockholder Representative from and against any direct or indirect demand, claim, payment, obligation, action or cause of action, assessment, loss, liability, cost or expense, including without limitation, penalties, interest on any amount payable to a third party as a result of the foregoing, and any legal or other expense reasonably incurred in connection with investigating or defending any claim or action, whether or not resulting in any liability, and any amount paid in settlement of any claim or action, incurred in connection with the performance of his duties hereunder, including the advancement of expenses incurred in connection with investigating or defending any claim or action. The Stockholder Representative is authorized to take the actions set forth in this Agreement on behalf of the Stockholders, and Parent and Escrow Agent shall have no liability incurred by to the Stockholders for any act or failure to act of the Stockholder Representative based Representative. Parent and the Escrow Agent shall be entitled to rely upon or arising out of any act, whether of omission or commission, act of the Stockholder Representative as an act of the Stockholders pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedthis Agreement.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) The Stockholder Representative is hereby appointed as representative of the Stockholders for purposes of this Agreement and appoints the Escrow Agreement. Stockholder approval of this Agreement in accordance with Section 8.9 hereof shall include confirmation of the authority of the Stockholder Representative. Parent and Buyer may rely upon the acts of the Stockholder Representative as his or her true for all purposes permitted hereunder and lawful attorney-in-fact under the Escrow Agreement. (b) The Stockholder Representative shall have full power of substitution to act in the name, place and stead of the Stockholders in all matters in connection with this Agreement and the Escrow Agreement. The Stockholder Representative’s power shall include the following powers, without limitation: the power to act for and the Stockholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of such Indemnitor the Stockholders and to transact matters of litigation or arbitration in all matters relating to or arising out of connection with this Article 10 and the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, Agreement or the amount of Escrow Agreement; the power to do or refrain from doing all such liability, with respect to any Indemnification Claim further acts and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim things on behalf of the Stockholders that the Stockholder Representative deems necessary or appropriate in his sole discretion, and to execute all such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) documents as the Stockholder Representative shall deem appropriate necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Stockholder Representative dies or otherwise becomes incapacitated and unable to serve as Stockholder Representative, his successor shall be appointed by a majority in interest of the foregoingStockholders (such majority in interest to be determined in accordance with the pro rata amounts of the Purchase Price as set forth on Schedule 1.5 hereto). (d) The Stockholder Representative shall act for the Stockholders in the manner the Stockholder Representative believes to be in the best interest of the Stockholders and consistent with his obligations under this Agreement, retaining but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Stockholders, the Stockholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, accountantscertificate of auditors or other certificate, appraisers statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and other advisers to have been signed or presented by the proper party or parties. The Stockholder Representative shall not be personally liable to the Stockholders for any action taken, suffered or omitted by him in connection with any good faith and reasonably believed by him to be authorized or within the discretion of the foregoingrights or powers conferred upon him by this Section 6.12. The Stockholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Stockholder Representative may perform his duties as Stockholder Representative either directly or by or through his agents or attorneys, all and the Stockholder Representative shall not be responsible to the Stockholders for any misconduct or negligence on the account part of the Indemnitor, such Indemnitor agreeing to any agent or attorney appointed with due care by him under this Agreement. No bond shall be fully bound by the acts, decisions and agreements required of the Stockholder Representative taken Representative, and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to Stockholders jointly and severally shall indemnify and to save and hold harmless the Stockholder Representative from with respect to any liability incurred by and all decisions made or actions taken in the capacity as Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein grantedRepresentative, other than acts, whether of omission or commission, of for the Stockholder Representative that constitute gross negligence or Representative’s willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedor gross negligence.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) In order to, among other things, administer efficiently the determination and appoints payment of the Stockholder Merger Consideration and the defense and/or settlement of any claims for Losses for which the Stockholders and the Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, the Stockholders and the Optionholders, by their adoption and approval of this Agreement, as well as, in certain cases, through separate instruments, irrevocably appoint the Representative as his or her true their agent, attorney in fact and lawful attorney-in-fact representative (with full power of substitution in the premises), and, by its execution hereof, the Representative hereby accepts such appointment. (b) The Representative is hereby authorized (i) to act take all action necessary in connection with the acceptance, rejection, determination and payment of the Merger Consideration and the defense and/or settlement of any claims for and Losses (including the power to compromise any indemnity claim on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 the Stockholders and the liability Optionholders and to transact matters of litigation) for which the Stockholders and the Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which all of the Stockholders and Optionholders are subject, and (iii) to do or asserted liability of refrain from doing all such Indemnitor hereunderfurther acts and things, including specifically, but without limitation, accepting and agreeing to the liability of execute all such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) documents as the Stockholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (A) to execute and deliver the Escrow Agreement and any amendments thereto as the representative of the foregoingStockholders and the Optionholders; to execute any instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder; and to take such further actions under the Escrow Agreement as the Representative deems to be necessary or appropriate; (B) to execute and deliver all amendments, retaining counselwaivers, accountantsancillary agreements, appraisers stock powers, certificates and other advisers documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, whether prior to, at or after the Closing; (C) to execute and deliver all amendments and waivers to this Agreement that the Representative deems necessary or appropriate, whether prior to, at or after the Closing; provided that any such amendment, if material to the rights and obligations of such Stockholders or Optionholders in the reasonable judgment of the Representative, shall be taken in the same manner with respect to all such Stockholders and Optionholders, unless otherwise agreed by each such Stockholder or Optionholder who is subject to any disparate treatment of a potentially adverse nature; (D) to receive funds, make payments of funds, and give receipts for funds; (E) to receive funds for the payment of expenses of the Stockholders and the Optionholders, to deposit such funds in such accounts as the Representative deems appropriate and apply or reserve such funds in payment for such expenses, including holding the Representative Administrative Amount. (F) to do or refrain from doing any further act or deed on behalf of the Stockholders and the Optionholders that the Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders and the Optionholders could do if personally present; and (G) to receive service of process in connection with any claims under this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Stockholders and the Optionholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the foregoingvoting power represented by the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (on an as-converted, as exercised basis), shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including the defense or settlement of any claims for Losses for which the account Stockholders and Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, shall be binding upon all of the IndemnitorStockholders and Optionholders, such Indemnitor agreeing and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. (e) Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination and payment of the Closing Consideration and the Final Consideration, amounts to be fully bound paid from the Escrow Amount and the settlement of any claims for Losses for which the Stockholders and Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof and any other actions required to be taken by the actsRepresentative hereunder, and no party hereunder or Stockholder or Optionholder shall have any cause of action against Buyer or Merger Sub for any action taken by Buyer or Merger Sub in reliance upon the instructions or decisions of the Representative. (f) All actions, decisions and agreements instructions of the Representative shall be conclusive and binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have any cause of action against the Representative for any action taken or not taken, decision made or instruction given by the Representative under this Agreement, except for fraud, gross negligence or willful misconduct by the Representative. (g) The provisions of this Section 10.14 are independent and done severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder or Optionholder may have in connection with the transactions contemplated by this Agreement. (h) The provisions of this Section 10.14 shall be binding upon the heirs, legal representatives, successors and assigns of each Stockholder and Optionholder, and any references in this Agreement to a Stockholder or an Optionholder or the Stockholders or Optionholders shall mean and include the successors to the rights of the Stockholders and Optionholders hereunder, whether pursuant to testamentary disposition, the authority herein granted. Each Indemnitor hereby agrees to indemnify laws of descent and to save distribution or otherwise. (i) All reasonable fees and hold harmless the Stockholder Representative from any liability expenses incurred by the Stockholder Representative in connection with this Agreement shall be paid by the Stockholders and Optionholders on a pro‑rata basis based upon on their respective Common Percentages. Representative shall first pay any such fees and expenses from the Representative Administrative Amount. The amount of the Representative Administrative Amount or arising out other amounts (if any) held by the Representative after the final resolution of all Claims asserted hereunder, shall be distributed by the Representative to the Stockholders and Optionholders in accordance with their respective Common Percentages; provided that the portion of any act, whether of omission or commission, such distribution allocable to the Optionholders shall be remitted by the Representative to the Surviving Corporation and shall be made by the Surviving Corporation to each of the Stockholder Optionholders through the Surviving Corporation’s payroll system in accordance with the Surviving Corporation’s regular payroll practices then in effect. For the avoidance of doubt, under no circumstances shall the Representative pursuant Administrative Amount be deemed to comprise part of the Escrow Amount. (j) The Representative shall be indemnified by the Indemnifying Equityholders for, and shall be held harmless against, any loss, liability or expense incurred by the Representative or any of its Affiliates and any of their respective directors, officers, employees, agents, stockholders, members, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the authority herein grantedRepresentative’s conduct as Representative (collectively, the “Representative Parties”), other than actslosses, whether of omission liabilities or commission, of expenses resulting from the Stockholder Representative that constitute Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the exercise Escrow Agreement. This indemnification shall survive the termination of this Agreement and the Escrow Agreement. The Indemnifying Equityholders agree that the Representative may, in all questions arising under this Agreement and the other Transaction Documents, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Representative in accordance with such advice of counsel, the Representative shall not be liable to the Indemnifying Equityholders. The Indemnifying Equityholders, by approval of this Agreement, agree that in no event shall the Representative Parties be liable under this Agreement and the other Transaction Documents to the Indemnifying Equityholders for (i) any indirect, punitive, special or consequential damages or (ii) any amounts other than those that are satisfied out of the authority herein grantedEscrow Fund. Nothing in this Section 10.14(j) shall in any way terminate, amend, modify, alter, limit or otherwise affect the obligations of the Indemnifying Equityholders under any provision of this Agreement or any of the other Transaction Documents to any Person other than the Indemnifying Equityholders’ obligations to the Representative Parties relating to the Representative’s conduct as Representative.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) Pursuant to the Selling Stockholders Agreement, and appoints by voting in favor of or consenting to the Merger and/or by virtue of the approval of the Merger, the Junior Stockholders shall be deemed to have approved the designation of ABRY Partners, LLC (in such capacity the "Stockholder Representative") as, the attorney-in-fact and agent for and on behalf of each Junior Stockholder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.4(e), claims for indemnification under this Article IX or the Selling Stockholders Agreement and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representative under this Agreement, the Selling Stockholders Agreement and the Post-Closing Escrow Agreement, including the exercise of the power to: (a) authorize the release or delivery to Parent of all or any portion of the Post-Closing Escrow Fund or the Reserve Fund in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by Section 2.4 and indemnification claims by Parent or any other Parent Indemnified Person pursuant to this Article IX; (b) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (c) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this Article IX; (d) establish the Reserve Account and pay such amounts therefrom as his the Stockholder Representative deems necessary or her appropriate in its good faith judgment; and (e) take all actions necessary in the judgment of the Stockholder's Representative for the accomplishment of the foregoing. The Stockholder Representative shall have no authority or power to act on behalf of the Company, Parent or Surviving Corporation. The Stockholder Representative shall have authority and power to act on behalf of the Junior Stockholders with respect to the disposition, settlement or other handling of the adjustments contemplated by Section 2.4 and all claims under this Article IX and the Selling Stockholders Agreement and all rights or obligations arising under Section 2.4, this Article IX and the Selling Stockholders Agreement. The Junior Stockholders shall be bound by all actions taken and documents executed by the Stockholder Representative in connection with Section 2.4, this Article IX and the Selling Stockholders Agreement, and Parent shall be entitled to rely on any action or decision of the Stockholder Representative. In performing the functions specified in this Agreement, the Stockholder Representative may act upon any instrument or other writing believed by the Stockholder Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, the Post-Closing Escrow Agreement and the Selling Stockholders Agreement in the absence of gross negligence or willful misconduct on the part of the Stockholder Representative. By approval of the Merger and pursuant to the Selling Stockholders Agreement, the Junior Stockholders hereby agree severally, and not jointly, to indemnify and hold harmless the Stockholder Representative (out of funds that otherwise are to be distributed from the Post-Closing Escrow Fund or the Reserve Fund to the Junior Stockholders, if any, as described in the following sentence) from and against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any liability for any such loss, liability or expense will be borne by the Junior Stockholders pro rata based upon the respective portions of the Merger Consideration received by such Junior Stockholders. Any out-of-pocket costs and expenses incurred by the Stockholder Representative in connection with actions taken by the Stockholder Representative pursuant to the terms of Section 2.4, this Article IX or the Selling Stockholders Agreement (including the hiring of legal counsel and the incurring of legal fees and costs, "Representative Expenses") shall be the responsibility of the Junior Stockholders. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, the Post-Closing Escrow Agreement and the Selling Stockholders Agreement, and to consent to any amendment hereof or thereof, on behalf of all the Junior Stockholders and their respective heirs, successors and assigns. (b) By approval of the Merger and their execution of the Selling Stockholders Agreement, the Junior Stockholders hereby appoint and constitute the Stockholder Representative the true and lawful attorney-in-fact of the Junior Stockholders, with full power in their name and on their behalf to act for and on behalf of such Indemnitor in all matters relating according to or arising out the terms of this Article 10 Agreement, the Post-Closing Escrow Agreement and the liability or asserted liability Selling Stockholders Agreement in the absolute discretion of such Indemnitor hereunderthe Stockholder Representative; and in general to do all things and to perform all acts including, including specifically, but without limitation, accepting executing and agreeing to delivering the liability of such Indemnitor with respect to Post-Closing Escrow Agreement and any Indemnification Claimother agreements, objecting to any Indemnification Claimcertificates, disputing the liability of such Indemnitorreceipts, instructions, notices or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor instruments contemplated by or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate deemed advisable in connection with the Post-Closing Escrow Agreement and the Selling Stockholders Agreement. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Junior Stockholder, by operation of law, whether by such person's death, disability, protective supervision or any other event. Without limiting the foregoing, retaining counselthis power of attorney is to ensure the performance of a special obligation and, accountantsaccordingly, appraisers and other advisers in connection with any by approval of the foregoingMerger and executing the Selling Stockholders Agreement, all for each Junior Stockholder shall be deemed to have waived and renounced its, his or her right to renounce this power of attorney unilaterally any time before the account day following the Escrow Termination Date. By approval of the IndemnitorMerger and executing the Selling Stockholders Agreement, such Indemnitor agreeing each Junior Stockholder shall be deemed to have waived any and all defenses that may be fully bound by available to contest, negate or disaffirm the acts, decisions and agreements action of the Stockholder Representative taken and done pursuant to in good faith under the authority herein grantedPost-Closing Escrow Agreement or the Selling Stockholders Agreement. Each Indemnitor hereby agrees to indemnify and to save and hold harmless Notwithstanding the power of attorney granted in this Section 9.8, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Junior Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, (instead of the Stockholder Representative pursuant Representative) having signed or given the same directly. (c) Notwithstanding anything to the authority herein grantedcontrary contained herein, other than actsthe Company shall act on its own behalf at all times prior to the Effective Time, whether shall sign on its own behalf and shall not appoint any Person as its lawful attorney-in-fact. EXHIBIT B PRE-CLOSING ESCROW AGREEMENT (see attached) PRE-CLOSING ESCROW AGREEMENT This PRE-CLOSING ESCROW AGREEMENT (this "Agreement"), dated as of omission or commissionDecember 23, of 2004, is made by and among GMH Holding Company, a Delaware corporation ("Parent"), Gallarus Media Holdings, Inc., a Delaware corporation (the Stockholder Representative that constitute gross negligence or willful misconduct "Company"), and SunTrust Bank, a Georgia banking corporation ("Sun Trust"), solely in its capacity as escrow agent and not in its individual corporate capacity (the exercise by the Stockholder Representative of the authority herein granted"Escrow Agent").

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes and appoints (a) The Stockholder Representative is hereby appointed as representative of the Stockholders for purposes of this Agreement. The Buyer may rely upon the acts of the Stockholder Representative as his or her true for all purposes permitted hereunder. (b) The Stockholder Representative shall have full power of substitution to act in the name, place and lawful attorney-in-fact stead of the Stockholders in all matters in connection with this Agreement. The Stockholder Representative’s power shall include the following powers, without limitation: the power to act for and the Stockholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Stockholders and to transact matters of litigation or arbitration in connection with this Agreement; the power to do or refrain from doing all such Indemnitor in all matters relating to or arising out of this Article 10 further acts and the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim things on behalf of the Stockholders that the Stockholder Representative deems necessary or appropriate in his sole discretion, and to execute all such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) documents as the Stockholder Representative shall deem appropriate necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) If the Stockholder Representative dies or otherwise becomes incapacitated and unable to serve as Stockholder Representative, his successor shall be appointed by a majority in interest of the foregoingStockholders (such majority in interest to be determined in accordance with the pro rata amounts of the Company Capital Stock as set forth on Exhibit A hereto). (d) The Stockholder Representative shall act for the Stockholders in the manner the Stockholder Representative believes to be in the best interest of the Stockholders and consistent with his obligations under this Agreement, retaining but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Stockholders, the Stockholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, accountantscertificate of auditors or other certificate, appraisers statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and other advisers to have been signed or presented by the proper party or parties. The Stockholder Representative shall not be personally liable to the Stockholders for any action taken, suffered or omitted by him in connection with any good faith and reasonably believed by him to be authorized or within the discretion of the foregoingrights or powers conferred upon him by this Section. The Stockholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Stockholder Representative may perform his duties as Stockholder Representative either directly or by or through his agents or attorneys, all and the Stockholder Representative shall not be responsible to the Stockholders for any misconduct or negligence on the account part of the Indemnitor, such Indemnitor agreeing to any agent or attorney appointed with due care by him under this Agreement. No bond shall be fully bound by the acts, decisions and agreements required of the Stockholder Representative taken Representative, and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to Stockholders jointly and severally shall indemnify and to save and hold harmless the Stockholder Representative from with respect to any liability incurred and all decisions made or actions taken in the capacity as Stockholder Representative, other than for the Stockholder Representative’s willful misconduct or gross negligence. (e) The Stockholder Representative shall be entitled to retain a copy of the records that relate to the operations and finances of the Company and its Subsidiaries solely for record keeping purposes, preparing and reviewing any notices, reports or filings required or permitted by this Agreement, making all Tax filings that the Stockholder Representative based upon or arising out of the Sellers are required to make hereunder, preparing for, using in or defending any act, whether of omission or commission, of Tax Contest for which the Stockholder Representative pursuant has assumed responsibility under Section 6.6(e), and which shall not be disclosed to any third party, except to Taxing Authorities and attorneys, accountants and other advisors to the authority herein grantedSellers and the Stockholder Representative, other than acts, whether of omission or commission, without the prior written consent of the Buyer. (f) The Stockholder Representative that constitute gross negligence or willful misconduct in shall retain access to the exercise by the Stockholder Representative of the authority herein granted.following email addresses and telephone numbers: ***

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) The Company Holders hereby appoint, as of the date of this Agreement with retroactive effect if necessary, ABRY Partners V, L.P. as the representative of the Company Holders as described in this Section 9.8 and appoints elsewhere in this Agreement (in such capacity, the “Stockholder Representative”). The Stockholder Representative is designated as the attorney-in-fact and agent for and on behalf of each Company Holder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.3(e), claims for indemnification under this Article IX and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representative under this Agreement and the Escrow Agreement, including the exercise of the power to: (i) authorize the release or delivery to Parent of all or any portion of the Escrow Funds or the Sellers’ Expense Fund in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by Section 2.3 and indemnification claims by any Buyer Indemnified Person pursuant to this Article IX; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (iii) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this Article IX; (iv) establish the Sellers’ Expense Fund and pay such amounts therefrom as his the Stockholder Representative deems necessary or her appropriate in its good faith judgment; and (v) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing. The Stockholder Representative shall have no authority or power to act on behalf of the Company. The Stockholder Representative shall have authority and power to act on behalf of the Company Holders with respect to the disposition, settlement or other handling of the adjustments contemplated by Section 2.3 and all claims under this Article IX and all rights or obligations arising under Section 2.3 and this Article IX or otherwise as contemplated by this Agreement. The Company Holders shall be bound by all actions taken and documents executed by the Stockholder Representative in connection with Section 2.3 and this Article IX, and Parent shall be entitled to rely on any action or decision of the Stockholder Representative. In performing the functions specified in this Agreement, the Stockholder Representative may act upon any instrument or other writing believed by the Stockholder Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement and the Escrow Agreement. The Stockholder Representative shall be indemnified and held harmless (out of funds that otherwise are to be distributed from the Escrow Funds or the Sellers’ Expense Fund to the Company Holders, if any, or other amounts paid to the Stockholder Representative on behalf of the Company Holders behalf pursuant to Section 2.3(e), as described in this Section 9.8) from and against any loss, liability or expense incurred on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any out-of-pocket costs and expenses incurred by the Stockholder Representative in connection with actions taken by the Stockholder Representative pursuant to the terms of Section 2.3 or this Article IX or otherwise in connection with this Agreement including the hiring of legal counsel and the incurring of legal fees and costs, (“Representative Expenses”), shall be the responsibility of the Company Holders. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement, and to consent to any amendment hereof or thereof, on behalf of all the Company Holders and their respective heirs, successors and assigns. (b) The Company Holders hereby appoint and constitute the Stockholder Representative the true and lawful attorney-in-fact of the Company Holders, with full power in their name and on their behalf to act for and on behalf of such Indemnitor in all matters relating according to or arising out the terms of this Article 10 Agreement and the liability or asserted liability of such Indemnitor hereunderEscrow Agreement, including specificallyto expend the Sellers’ Expense Fund and to reimburse itself, but without limitation, accepting and agreeing to pay to the liability of such Indemnitor with respect Company Holders any amounts paid to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate from the Escrow Funds or other amounts paid to the Stockholder Representative pursuant to Section 2.3(e), and in general to do all things and to perform all acts including executing and delivering the Escrow Agreement and any other agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney is coupled with an interest and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated or affected by subsequent disability or incapacity of any Company Holder or by any act of any Company Holder or by operation of law, whether by such person’s death (unless the Stockholder Representative has actual knowledge of such person’s death), disability, protective supervision or any other event. Without limiting the foregoing, retaining counselthis power of attorney is to ensure the performance of a special obligation and, accountantsaccordingly, appraisers each Company Holder shall be deemed to have waived and other advisers in connection with renounced its, his or her right to renounce this power of attorney unilaterally any of time before the foregoingday following the Escrow Termination Date. Each Company Holder shall be deemed to have waived any and all defenses that may be available to contest, all for negate or disaffirm the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements action of the Stockholder Representative taken and done pursuant in good faith under this Agreement or the Escrow Agreement. Notwithstanding the power of attorney granted in this Section 9.8, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Company Holder (instead of the Stockholder Representative) having signed or given the same directly. (c) The provisions of this Section 9.8 shall in no way impose any obligations on Parent, Merger Sub or the Surviving Corporation. In particular, notwithstanding any notice received by Parent, Merger Sub or the Surviving Corporation to the authority herein granted. Each Indemnitor hereby agrees contrary, Parent, Merger Sub and the Surviving Corporation shall be fully protected in relying upon and shall be entitled to indemnify rely upon, and shall have no liability to save and hold harmless the Company Holders with respect to actions, decisions or determinations of the Stockholder Representative from any liability incurred by Representative. Parent, Merger Sub and the Stockholder Representative based upon or arising out of any actSurviving Corporation shall be entitled to assume that all actions, whether of omission or commission, decisions and determinations of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedare fully authorized.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) Pursuant to the Selling Stockholders Agreement, and appoints by voting in favor of or consenting to the Merger and/or by virtue of the approval of the Merger, the Junior Stockholders shall be deemed to have approved the designation of ABRY Partners, LLC (in such capacity the "Stockholder Representative") as, the attorney-in-fact and agent for and on behalf of each Junior Stockholder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.4(e), claims for indemnification under this Article IX or the Selling Stockholders Agreement and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representative under this Agreement, the Selling Stockholders Agreement and the Post-Closing Escrow Agreement, including the exercise of the power to: (a) authorize the release or delivery to Parent of all or any portion of the Post-Closing Escrow Fund or the Reserve Fund in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by Section 2.4 and indemnification claims by Parent or any other Parent Indemnified Person pursuant to this Article IX; (b) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (c) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this Article IX; (d) establish the Reserve Account and pay such amounts therefrom as his the Stockholder Representative deems necessary or her appropriate in its good faith judgment; and (e) take all actions necessary in the judgment of the Stockholder's Representative for the accomplishment of the foregoing. The Stockholder Representative shall have no authority or power to act on behalf of the Company, Parent or Surviving Corporation. The Stockholder Representative shall have authority and power to act on behalf of the Junior Stockholders with respect to the disposition, settlement or other handling of the adjustments contemplated by Section 2.4 and all claims under this Article IX and the Selling Stockholders Agreement and all rights or obligations arising under Section 2.4, this Article IX and the Selling Stockholders Agreement. The Junior Stockholders shall be bound by all actions taken and documents executed by the Stockholder Representative in connection with Section 2.4, this Article IX and the Selling Stockholders Agreement, and Parent shall be entitled to rely on any action or decision of the Stockholder Representative. In performing the functions specified in this Agreement, the Stockholder Representative may act upon any instrument or other writing believed by the Stockholder Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, the Post-Closing Escrow Agreement and the Selling Stockholders Agreement in the absence of gross negligence or willful misconduct on the part of the Stockholder Representative. By approval of the Merger and pursuant to the Selling Stockholders Agreement, the Junior Stockholders hereby agree severally, and not jointly, to indemnify and hold harmless the Stockholder Representative (out of funds that otherwise are to be distributed from the Post-Closing Escrow Fund or the Reserve Fund to the Junior Stockholders, if any, as described in the following sentence) from and against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any liability for any such loss, liability or expense will be borne by the Junior Stockholders pro rata based upon the respective portions of the Merger Consideration received by such Junior Stockholders. Any out-of-pocket costs and expenses incurred by the Stockholder Representative in connection with actions taken by the Stockholder Representative pursuant to the terms of Section 2.4, this Article IX or the Selling Stockholders Agreement (including the hiring of legal counsel and the incurring of legal fees and costs, "Representative Expenses") shall be the responsibility of the Junior Stockholders. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, the Post-Closing Escrow Agreement and the Selling Stockholders Agreement, and to consent to any amendment hereof or thereof, on behalf of all the Junior Stockholders and their respective heirs, successors and assigns. (b) By approval of the Merger and their execution of the Selling Stockholders Agreement, the Junior Stockholders hereby appoint and constitute the Stockholder Representative the true and lawful attorney-in-fact of the Junior Stockholders, with full power in their name and on their behalf to act for and on behalf of such Indemnitor in all matters relating according to or arising out the terms of this Article 10 Agreement, the Post-Closing Escrow Agreement and the liability or asserted liability Selling Stockholders Agreement in the absolute discretion of such Indemnitor hereunderthe Stockholder Representative; and in general to do all things and to perform all acts including, including specifically, but without limitation, accepting executing and agreeing to delivering the liability of such Indemnitor with respect to Post-Closing Escrow Agreement and any Indemnification Claimother agreements, objecting to any Indemnification Claimcertificates, disputing the liability of such Indemnitorreceipts, instructions, notices or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor instruments contemplated by or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate deemed advisable in connection with the Post-Closing Escrow Agreement and the Selling Stockholders Agreement. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Junior Stockholder, by operation of law, whether by such person's death, disability, protective supervision or any other event. Without limiting the foregoing, retaining counselthis power of attorney is to ensure the performance of a special obligation and, accountantsaccordingly, appraisers and other advisers in connection with any by approval of the foregoingMerger and executing the Selling Stockholders Agreement, all for each Junior Stockholder shall be deemed to have waived and renounced its, his or her right to renounce this power of attorney unilaterally any time before the account day following the Escrow Termination Date. By approval of the IndemnitorMerger and executing the Selling Stockholders Agreement, such Indemnitor agreeing each Junior Stockholder shall be deemed to have waived any and all defenses that may be fully bound by available to contest, negate or disaffirm the acts, decisions and agreements action of the Stockholder Representative taken and done pursuant to in good faith under the authority herein grantedPost-Closing Escrow Agreement or the Selling Stockholders Agreement. Each Indemnitor hereby agrees to indemnify and to save and hold harmless Notwithstanding the power of attorney granted in this Section 9.8, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Junior Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, (instead of the Stockholder Representative pursuant Representative) having signed or given the same directly. (c) Notwithstanding anything to the authority herein grantedcontrary contained herein, other than actsthe Company shall act on its own behalf at all times prior to the Effective Time, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedshall sign on its own behalf and shall not appoint any Person as its lawful attorney-in-fact.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) The Stockholder Representative is hereby appointed as representative of the Stockholders for purposes of this Agreement. The Parent and appoints Acquisition Corp. may rely upon the acts of the Stockholder Representative as his or her true for all purposes permitted hereunder. (b) The Stockholder Representative shall have full power of substitution to act in the name, place and lawful attorney-in-fact stead of the Stockholders in all matters in connection with this Agreement. The Stockholder Representative’s power shall include the following powers, without limitation: the power to act for and the Stockholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of such Indemnitor the Stockholders and to transact matters of [***] Certain information in all matters relating to or arising out of this Article 10 agreement has been omitted and filed separately with the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting Securities and agreeing to the liability of such Indemnitor Exchange Commission. Confidential treatment has been requested with respect to any Indemnification Claim, objecting the omitted portions. litigation or arbitration in connection with this Agreement; the power to any Indemnification Claim, disputing the liability of do or refrain from doing all such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim further acts and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim things on behalf of the Stockholders that the Stockholder Representative deems necessary or appropriate in his sole discretion, and to execute all such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) documents as the Stockholder Representative shall deem appropriate necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) The Stockholder Representative shall serve until his or her resignation, death or incapacity, at which time his or her successor shall be appointed by the holders of a majority of the issued and outstanding shares of Company Capital Stock immediately before the Closing voting together as a single class (a “Majority Vote”). Notwithstanding the foregoing, retaining the Stockholders shall be permitted, at their election pursuant to a Majority Vote, to remove or replace the Stockholder Representative and appoint his or her replacement to serve in such role under the terms of this Agreement. (d) The Stockholder Representative shall act for the Stockholders in the manner the Stockholder Representative believes to be in the best interest of the Stockholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Stockholders, the Stockholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, accountantscertificate of auditors or other certificate, appraisers statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and other advisers to have been signed or presented by the proper party or parties. The Stockholder Representative shall not be personally liable to the Stockholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 5.3. The Stockholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Stockholder Representative may perform his duties as Stockholder Representative either directly or by or through his agents or attorneys, and the Stockholder Representative shall not be responsible to the Stockholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Stockholder Representative, and the Stockholders agree, severally but not jointly (in accordance with their Pro Rata Portion), to indemnify the Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, arising out of or in connection with any the Stockholder Representative’s carrying out its duties under this Agreement, including costs and expenses of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements of successfully defending the Stockholder Representative taken against any claim of liability with respect thereto, and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative shall be entitled, in accordance with the terms and subject to the conditions of the Escrow Agreement, to withdraw funds from any liability incurred by the Stockholder Representative based upon Escrow Fund to satisfy any such loss, liability, or arising out of any act, whether of omission or commission, of expense so incurred. [***] Certain information in this agreement has been omitted and filed separately with the Stockholder Representative pursuant Securities and Exchange Commission. Confidential treatment has been requested with respect to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedomitted portions.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes The approval and appoints adoption of this Agreement by the Stockholder Representative Company's stockholders shall constitute the following actions binding upon each of the Company's stockholders: (a) the irrevocable authorization, direction and appointment of Kevin Didden and any successor designated pursuant to this Section 9.0 (xxx "XXXXKHOLDER REPRESENTATIVE") as his or her true sole and lawful exclusive agent, attorney-in-fact and representative of each holder of Outstanding Company Shares and such Person's heirs, representatives and successors; (b) the approval and authorization for all of the arrangements relating thereto, including: (i) the execution, delivery and performance of the Escrow Agreement by the Stockholder Representative; (ii) the receipt and distribution of the Escrow Fund to act for and on behalf the holders of such Indemnitor in all matters relating the Outstanding Company Shares pursuant to or arising out the terms of the Escrow Agreement; (iii) the Stockholder Representative's performance of his obligations under this Article 10 Agreement and the liability or asserted liability of such Indemnitor hereunderEscrow Agreement, including specificallyincluding, but without limitation, accepting taking any and agreeing to the liability of such Indemnitor with respect to all actions, incurring any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim costs and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all expenses for the account of the Indemnitor, such Indemnitor agreeing holders of the Outstanding Company Shares and making any and all determinations which may be required or permitted to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out the holders of any actthe Outstanding Company Shares, whether including in connection with Article IX; and (iv) the exercise of omission or commissionsuch rights, power and authority as are incidental to the foregoing; and (c) the irrevocable relinquishment of the right of each holder of the Outstanding Company Shares to act independently and other than through the Stockholder Representative pursuant with respect to the authority herein grantedforegoing, any such rights being irrevocably and exclusively delegated to the Stockholder Representative. Without limiting the generality of the foregoing, any notice hereunder delivered to an Indemnitee by a holder of the Outstanding Company Shares other than acts, whether of omission or commission, of through the Stockholder Representative that constitute gross negligence or willful misconduct shall be of no effect, and each notice delivered by an Indemnitee to the Stockholder Representative shall be effective as against each holder of the Outstanding Company Shares. (d) The original Stockholder Representative shall indicate in writing his acceptance of such appointment and his agreement to be bound by the terms of this Agreement as they relate to the Stockholder Representative and the duties and responsibilities thereof by executing this Agreement for such limited purpose in the exercise space provided on the signature pages hereof. (e) Any actions, exercises of rights, power or authority and any decisions or determinations made by the Stockholder Representative shall be absolutely and irrevocably binding on each holder of the Outstanding Company Shares as if each such Person personally had taken such action, exercised such rights, power or authority herein grantedor made such decision or determination in such Person's individual capacity.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes The approval of this Agreement by the Stockholders shall constitute the following actions binding upon the Stockholders: (a) the irrevocable authorization, direction and appoints appointment of Theodore Les in his capacity as Stockholder Representative, and not personally, as the Stockholder Representative as his or her true sole and lawful exclusive agent, attorney-in-fact and representative of each Stockholder and such Person’s heirs, representatives and successors; (b) the approval and authorization for all of the arrangements relating thereto, including: (i) the execution, delivery and performance of the Escrow Agreement by the Stockholder Representative, (ii) the receipt and distribution of the Working Capital Adjustment to act for and on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 the Stockholders pursuant hereto, and the liability or asserted liability receipt and distribution of such Indemnitor hereunderthe Escrow Amount to the Stockholders pursuant to the terms hereof and of the Escrow Agreement; (iii) to consent to the Buyer suspending the Stockholder Registration Statement more than once in any twelve-month period, including specificallypursuant to Section 8.3(a) hereto; (iv) the Stockholder Representative’s performance of his obligations under this Agreement and the Escrow Agreement, but including, without limitation, accepting taking any and agreeing to the liability of such Indemnitor with respect to all actions, incurring any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim costs and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all expenses for the account of the Indemnitor, such Indemnitor agreeing Stockholders and making any and all determinations which may be required or permitted to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out the Stockholders; and (v) the exercise of such rights, power and authority as are incidental to the foregoing; and (c) the irrevocable relinquishment of the right of each Stockholder to act independently and other than through the Stockholder Representative with respect to the foregoing, any actsuch rights being irrevocably and exclusively delegated to the Stockholder Representative. Without limiting the generality of the foregoing, whether any notice hereunder delivered to Buyer or the Surviving Corporation by a Stockholder, other than through the Stockholder Representative, shall be of omission no effect, and each notice delivered by Buyer, Merger Sub or commission, of the Surviving Corporation to the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedhereto shall be effective as against each Stockholder.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) The undersigned hereby irrevocably and unconditionally appoints Xxxxxx X. Xxxx as Stockholder Representative under the Merger Agreement and the Escrow Agreement with all rights, powers and authorities as the undersigned's Stockholder Representative to act on behalf of and bind the undersigned in connection with matters arising under Article IX of the Merger Agreement and the Escrow Agreement, including, without limitation, (a) control of claims for indemnification under Section 9.5 of the Merger Agreement, (b) control of the defense of indemnification claims pursuant to Section 9.6 of the Merger Agreement, (c) control of any arbitration under Section 9.7 of the Merger Agreement, (d) to cause the Escrow Shares to be deposited with the Escrow Holder, (e) to give and receive notices pursuant to the Escrow Agreement, (f) to assert, pursue, defend, settle and resolve claims under the Escrow Agreement and (g) to receive for the benefit of the undersigned any distributions from the Escrow Fund. (b) HCC and the Escrow Holder will be entitled to rely on any communication from the Stockholder Representative as his with respect or her true and lawful attorney-in-fact pursuant to act for and on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 the Merger Agreement and the liability Escrow Agreement, and to distribute or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing pay all amounts due to the liability of such Indemnitor with respect to undersigned notwithstanding any Indemnification Claim, objecting to contrary communication from any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions other person (including arbitration proceedingswithout limitation the undersigned). (c) as If the Stockholder Representative shall deem appropriate in connection with any of the foregoingresigns under Section 3(g) below, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant may designate in writing an individual who is either a member of the Company's Board of Directors immediately prior to the authority herein grantedEffective Time or a Holder (an "Eligible Successor") to serve as successor Stockholder Representative under this Agreement, the Merger Agreement and the Escrow Agreement ("Successor Representative"). Each Indemnitor hereby agrees to indemnify and to save and hold harmless If the Stockholder Representative from any liability incurred dies or is removed by Super Majority Vote of the Holders for Cause, the Holders, acting by Super Majority Vote, will designate an Eligible Successor to serve as the Successor Representative. For purposes of this Agreement, "Super Majority Vote" shall mean the vote of Holders owning in the aggregate sixty percent (60%) or more of the shares of the Company's outstanding voting capital stock immediately prior to the Effective Time. For purposes of this Agreement, "Cause" shall mean the Stockholder Representative based upon Representative's fraud, willful misconduct or arising out gross negligence in the performance of any act, whether of omission his responsibilities hereunder resulting in or commission, of the Stockholder Representative pursuant likely to cause substantial harm to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedHolders.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and appoints the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company Stockholders, the Company Optionholders and the RSU Holders will be deemed to have irrevocably appointed the Stockholder Representative Representative, as its, his or her true and lawful attorney-in-fact and agent, each with full power of substitution or resubstitution, to act together and exclusively for and on behalf of such Company Stockholder, Company Optionholder and RSU Holder with respect to the conversion of the shares of Company Common Stock, the cancellation of the Company Stock Options in exchange for Cash-Out Payments and cancellation of the Restricted Stock Units for the RSU Payments in accordance with the terms and provisions of this Agreement, and to act for and on behalf of such Indemnitor Company Stockholder, Company Optionholder and RSU Holder in all matters relating to any litigation or arising out of arbitration involving this Article 10 Agreement and the liability Merger, and to do or asserted liability of refrain from doing all such Indemnitor hereunderfurther acts and things, including specificallyand to execute all such documents (including, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) Escrow Agreement as the Stockholder Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, in each case without having to seek or obtain the consent of any Person under any circumstance, including the power to take any and all of the foregoingactions set forth below: (a) to act for such Company Stockholder, retaining counselsuch Company Optionholder and such RSU Holder with regard to matters pertaining to indemnification referred to in this Agreement, accountantsincluding the power to compromise any indemnity claim on behalf of such Company Stockholder, appraisers such Company Optionholder and other advisers such RSU Holder and to pay Stockholder Representative Expenses and Indemnity Expenses; (b) to act for such Company Stockholder, such Company Optionholder and such RSU Holder with regard to matters pertaining to litigation (with the Company Stockholders, Company Optionholders and the RSU Holders hereby agreeing severally, but not jointly, to contribute, in respect of any amounts paid (or required to be paid) in settlement or compromise of such matters, their Pro Rata Portion); (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Stockholder Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of such Company Stockholder, such Company Optionholder and such RSU Holder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf of such Company Stockholder, such Company Optionholder and such RSU Holder that the Stockholder Representative deems necessary or appropriate in their sole discretion relating to the subject matter of this Agreement as fully and completely as such Company Stockholder, such Company Optionholder and such RSU Holder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; and (h) to give and receive notices, instructions, and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any such Company Stockholder, any such Company Optionholder or any such RSU Holder, to or from Parent relating to this Agreement or any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions transactions and agreements of the Stockholder Representative taken and done pursuant other matters contemplated hereby or thereby (except to the authority herein granted. Each Indemnitor hereby agrees to indemnify extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Company Stockholder, Company Optionholder and to save RSU Holder individually and hold harmless the Stockholder Representative from any liability incurred not by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedRepresentative).

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) Subject to the provisions of this paragraph, the undersigned hereby irrevocably authorizes and appoints IDP Investments, Inc. as its Stockholder Representative, with full power of substitution and resubstitution, as the Stockholder Representative as his or her undersigned's representative and true and lawful attorney-in-fact and the agent to act for in the undersigned's name, place and stead with respect to all matters arising in connection with the Merger Agreement, including without limitation the authority, subject to obtaining Majority Approval (as defined below) as hereinafter provided, to: (a) negotiate, determine, defend and settle any Third Party Claim or other indemnification claim arising under the Merger Agreement, (b) execute in the name of and on behalf of such Indemnitor the undersigned the Escrow Agreement, as well as any other agreement, certificate, instrument or document, and (c) generally do any and all things and take any and all actions that may be necessary or advisable in all matters relating connection with the Merger Agreement or the Escrow Agreement. Prior to taking any action or arising out of this Article 10 and the liability or asserted liability of such Indemnitor incurring any reimbursable expenses in his capacity as Stockholder Representative hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate first obtain the written approval of the holders of a majority of the total number of shares of the Parent Common Stock issued as the Merger Consideration pursuant to the Merger Agreement ("Majority Approval"). The undersigned agrees that the Stockholder Representative shall not be liable to the undersigned for any action taken or any omission to act, except for willful misconduct or bad faith, in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of Stockholder Representative's responsibilities as Stockholder Representative under the foregoing, all for Merger Agreement or the account of the Indemnitor, such Indemnitor agreeing Escrow Agreement. (b) The undersigned hereby agrees to be fully bound by the acts, decisions and agreements of reimburse the Stockholder Representative taken for his or its pro-rata portion of any out-of-pocket costs and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability expenses incurred by the Stockholder Representative under the Escrow Agreement, based upon or arising out of any act, whether of omission or commission, on the percentage of the total Merger Consideration issued the Stockholder Representative pursuant to the authority herein granted, other than acts, whether Merger Agreement. (c) The Stockholder Representative may resign from the performance of omission or commission, its duties hereunder at any time by giving ten (10) days' prior written notice to all of the holders of Parent Common Stock issued as the Merger Consideration pursuant to the Merger Agreement, or may be removed, with or without cause, by Majority Approval. Such resignation or removal shall take effect upon the appointment of a successor Stockholder Representative. Upon any such notice of resignation or removal, the successor Stockholder Representative that constitute gross negligence or willful misconduct shall be appointed by Majority Approval. Upon the acceptance in the exercise by the writing of any appointment as Stockholder Representative hereunder by a successor Stockholder Representative, such successor Stockholder Representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the authority herein granted.retiring Stockholder Representative, and the retiring Stockholder Representative shall be discharged from its duties and obligations, but shall not be discharged from any liability for actions taken as Stockholder Representative prior to such succession

Appointment of Stockholder Representative. (a) Each Indemnitor ----------------------------------------- Seller hereby irrevocably constitutes and appoints RT Partners as the representative of Sellers (the “Stockholder Representative Representative”) to act as his or her such Seller’s true and lawful attorney-in-fact and agent and authorizes the Stockholder Representative acting for such Seller and in such Seller’s name, place and stead, in any and all capacities to do and perform every act for and thing required or permitted to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Seller might or could do in person, including as follows: (i) to take any and all action on behalf of such Indemnitor in all matters relating Sellers from time to time as the Stockholder Representative may deem necessary or arising out desirable to fulfill the interests and purposes of this Article 10 Section 12.1 and to engage agents and representatives (including accountants and legal counsel) to assist in connection therewith; (ii) to take any and all action on behalf of Sellers from time to time as the liability Stockholder Representative may deem necessary or asserted liability of such Indemnitor desirable to make or enter into any consent, waiver, amendment, agreement, certificate or other document contemplated hereunder, including specifically, but without limitation, accepting and agreeing except to the extent any such consent, waiver, amendment or agreement would (A) except in the case of any claims made in respect of fraud by such Seller, cause any Seller’s maximum aggregate liability pursuant to this Agreement to exceed the aggregate net Purchase Price actually received by such Seller or (B) disproportionately adversely affect the rights or obligations of such Indemnitor any class of Sellers without similarly affecting the rights of all Sellers; (iii) to terminate this Agreement on behalf of Sellers; (iv) to deliver on behalf of Sellers all notices required to be delivered by Sellers; (v) to receive on behalf of Sellers all notices required to be delivered to Sellers; (vi) to seek on behalf of Sellers indemnification from Buyer under Article XI, including the right to prosecute, defend, settle, compromise or take any other action with respect to any Indemnification Claim, objecting claim related thereto; and (vii) to execute the Escrow Agreement and any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim other Seller Ancillary Agreement on behalf of such Indemnitor Sellers and make all decisions required or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing allowed to be fully bound made by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein grantedprovisions thereof (including the right to defend, settle, compromise or take any other than actsaction on behalf of Sellers with respect to any matter for which any Buyer Indemnified Party seeks indemnification under Article XI, whether except in the case of omission or commission, of any claim for indemnification under Section 11.1(a) the Stockholder Representative shall not settle or compromise any such claim without the prior written consent of the applicable Seller). (b) Each Seller grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as to fully effect all intents and purposes as such Seller might or could do in person, hereby ratifying and confirming all that constitute gross negligence the Stockholder Representative may lawfully do or willful misconduct in the exercise cause to be done by virtue hereof. Each Seller further acknowledges and agrees that, upon execution of this Agreement, with respect to any delivery by the Stockholder Representative of any waiver, amendment, agreement, certificate or other documents executed by the Stockholder Representative pursuant to this Agreement, such Seller shall be bound by such documents as fully as if such Seller had executed and delivered such documents itself. After the Closing, the Stockholder Representative shall have no authority herein grantedor power to act on behalf of any party to this Agreement, other than the Sellers.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) By voting in favor of or consenting to the Merger, by executing and appoints delivering a Letter of Transmittal or, with regard to the Company Optionholders, by executing an Option Termination Agreement, and without any further action on the part of any Person, each Company Securityholder shall be deemed to have irrevocably authorized and appointed the Stockholder Representative as his such Company Securityholder’s attorney-in-fact and agent for and on behalf of such Company Securityholder with respect to the post-Closing adjustments contemplated by Section 3.10, claims for indemnification under Article X and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or her permitted to be taken by the Stockholder Representative under this Agreement and the Escrow Agreement, including the exercise of the power to: (i) authorize the release or delivery to Purchaser of all or any portion of the Adjustment Escrow Amount in satisfaction of the Company Securityholders’ obligations (if any) with respect to the post-Closing adjustments contemplated by Section 3.10 (and in connection therewith calculating the portion of any adjustment in the Company Securityholders’ favor that is payable to any Company Securityholder); (ii) authorize the release or delivery to Purchaser of all or any portion of the Indemnification Escrow Amount in satisfaction of the Company Securityholders’ obligations (if any) with respect to indemnification claims by Purchaser or any other Purchaser Indemnified Person pursuant to Article X; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to Article X; (v) establish the Reserve Account and pay such amounts therefrom as the Stockholder Representative deems necessary or appropriate in its good faith judgment; (vi) waive any breach or default of Purchaser or Merger Sub under this Agreement or the Escrow Agreement; (vii) determine the Pro Rata Share of each Company Securityholder from time to time and all amounts for which a Company Securityholder may be entitled hereunder or under the Escrow Agreement from time to time, and (viii) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and any other post-Closing matters. The Stockholder Representative shall have authority and power to act on behalf of each Company Securityholder that has approved and consented to the Merger, or executed and delivered a Letter of Transmittal or executed and delivered an Option Termination Agreement with respect to the disposition, settlement or other handling of the adjustments contemplated by Section 3.10 and all claims under Article X and all rights or obligations arising under Section 3.10 and Article X. The Company Securityholders that approve and consent to the Merger, execute and deliver a Letter of Transmittal or execute and deliver an Option Termination Agreement shall be bound by all actions taken and documents executed by the Stockholder Representative in connection with Section 3.10 and Article X, and Purchaser shall be entitled to rely on any action or decision of the Stockholder Representative. In performing the functions specified in this Agreement, the Stockholder Representative may act upon any instrument or other writing believed by the Stockholder Representative to be genuine and to be signed or presented by the proper Person and shall not have any fiduciary duty to any Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement or the Escrow Agreement in the absence of gross negligence or willful misconduct on the part of the Stockholder Representative. Each Company Securityholder that approves the Merger, executes and delivers a Letter of Transmittal or executes and delivers an Option Termination Agreement hereby and thereby agrees that the Stockholder Representative and its agents and representatives shall be indemnified and held harmless (including out of funds that otherwise are to be distributed from the Escrow Account to the Company Securityholders, if any, as described in the following sentence) from and against any loss, Liability, cost or expense incurred without gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any out-of-pocket costs, fees and expenses incurred by the Stockholder Representative in connection with actions taken by the Stockholder Representative pursuant to the terms of Section 3.10 and Article X (including the hiring of legal counsel and the incurring of legal fees, expenses and costs) (“Representative Expenses”) shall be the responsibility of the Company Securityholders. Notwithstanding anything to the contrary contained in this Agreement, from time to time after the Closing Date, in the event that the Stockholder Representative determines that the Reserve Amount and earnings thereon is not sufficient to pay actual or anticipated Representative Expenses, each Company Stockholder that has approved and consented to the Merger or executed and delivered a Letter of Transmittal, and each Company Optionholder pursuant to their Option Termination Agreement, shall be obligated, within ten (10) days after written notice from the Stockholder Representative, to contribute to the Reserve Account such Company Securityholder’s Pro Rata Share of the additional aggregate amount of additional Reserve Amount that the Stockholder Representative determines is necessary, which amount shall be set forth in such written notice. Upon final distributions of the Adjustment Escrow Amount and the Indemnification Escrow Amount, respectively, the Escrow Agent shall pay to the Stockholder Representative, out of the aggregate portion of funds in the Escrow Account that otherwise are to be distributed to the Company Securityholders, if any, pursuant to the terms of this Agreement and the Escrow Agreement, any unpaid Representative Expenses in accordance with the written instructions of the Stockholder Representative. Upon any post-Closing distributions of the Payment Fund, the Paying Agent shall pay to the Stockholder Representative, out of the aggregate portion of funds in the Payment Fund that otherwise are to be distributed to the Company Securityholders, if any, pursuant to the terms of this Agreement, any unpaid Representative Expenses in accordance with the written instructions of the Stockholder Representative. The Stockholder Representative may withhold a disproportionate amount from any Company Securityholder(s) that were the cause of any Representative Expenses. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement, and to consent to any amendment, modification or waiver hereof or thereof, on behalf of all the Company Securityholders and their respective heirs, successors and assigns. (b) Each Company Securityholder that approves and consents to the Merger, executes and delivers a Letter of Transmittal or executes and delivers an Option Termination Agreement shall be deemed to have irrevocably appointed and constituted the Stockholder Representative the true and lawful attorney-in-fact of such Company Securityholder, with full power in such Company Securityholder’s name and on such Company Securityholder’s behalf to act for and on behalf of such Indemnitor in all matters relating according to or arising out the terms of this Article 10 Agreement and the liability or asserted liability Escrow Agreement in the absolute discretion of such Indemnitor hereunderthe Stockholder Representative; and in general to do all things and to perform all acts including, including specifically, but without limitation, accepting executing and agreeing to delivering the liability of such Indemnitor with respect to Escrow Agreement and any Indemnification Claimother agreements, objecting to any Indemnification Claimcertificates, disputing the liability of such Indemnitorreceipts, instructions, notices or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor instruments contemplated by or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is coupled with an interest and is granted and shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, whether by such Company Securityholder’s death, disability, protective supervision or any other event. Without limiting the foregoing, retaining counselthis power of attorney is to ensure the performance of a special obligation and, accountantsaccordingly, appraisers and other advisers in connection with any by approval of the foregoingMerger, all for by executing and delivering the account applicable Letter of Transmittal or by executing and delivering an Option Termination Agreement, each Company Securityholder shall be deemed to have waived and renounced such Company Securityholder’s right to renounce this power of attorney unilaterally at any time. By approval of the IndemnitorMerger, such Indemnitor agreeing by executing and delivering the applicable Letter of Transmittal or by executing and delivering an Option Termination Agreement, each Company Securityholder shall be deemed to have waived any and all defenses that may be fully bound by available to contest, negate or disaffirm the acts, decisions and agreements action of the Stockholder Representative taken and done pursuant under this Agreement or the Escrow Agreement. Notwithstanding the power of attorney granted in this Article V, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Company Securityholder (instead of the Stockholder Representative) having signed or given the same directly. (c) By voting in favor of or consenting to the authority herein granted. Each Indemnitor hereby agrees Merger, by executing and delivering a Letter of Transmittal or, with regard to indemnify the Company Optionholders, by executing an Option Termination Agreement, and without any further action on the part of any Person, each Company Securityholder shall be deemed to save have agreed that, notwithstanding anything to the contrary in this Agreement, Purchaser, Merger Sub, the Company and hold harmless the Paying Agent shall be entitled to rely upon the Allocation Statement for all purposes hereunder and shall have no Liability to any Company Securityholder, the Stockholder Representative from or any liability incurred by other Person for the Stockholder Representative based upon or arising out of any act, whether of omission or commission, determination of the Stockholder Representative amounts payable to the Company Securityholders hereunder or the manner in which or the Persons to whom such amounts are paid pursuant to this Agreement (regardless of which Person makes the authority herein granted, other than acts, whether of omission payments) or commission, any calculations required to be made under this Agreement with respect thereto. The immediately preceding sentence shall be deemed a waiver by each of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by Company Securityholders and the Stockholder Representative of claims against Purchaser, Merger Sub, the authority Company and the Paying Agent with respect to the matters addressed in the Allocation Statement. (d) Company Securityholders who in the aggregate hold at least ninety percent (90%) of the Company Securityholders’ interest in the Escrow Account based on the aggregate Pro Rata Share shall have the right at any time to remove the then-acting Stockholder Representative and to appoint a successor Stockholder Representative; provided, however, that neither such removal of a then acting Stockholder Representative nor such appointment of a successor Stockholder Representative shall be effective until the delivery to the Escrow Agent of executed counterparts of a writing signed by each such Company Securityholder constituting at least ninety percent (90%) of the Pro Rata Share with respect to such removal and appointment, together with an acknowledgment signed by the successor Stockholder Representative appointed in such writing that such successor Stockholder Representative accepts the responsibility of successor Stockholder Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholder Representative. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative, and the term “Stockholder Representative” as used herein grantedshall be deemed to include any interim or successor Stockholder Representative. (e) All the immunities and powers granted to the Stockholder Representative under this Agreement shall survive the Closing or any termination of this Agreement. (f) Notwithstanding anything to the contrary contained herein, the Company shall act on the Company’s own behalf at all times prior to the Effective Time, shall sign on the Company’s own behalf and shall not appoint any Person as the Company’s lawful attorney-in-fact.

Appointment of Stockholder Representative. (a) Each Indemnitor ----------------------------------------- constitutes and appoints the Stockholder Representative as Equityholder, by voting to approve this Agreement, surrendering his or her true Certificate(s) or by executing and lawful delivering the letter of transmittal, attached hereto as Exhibit D, irrevocably authorizes, directs and appoints Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Equityholders (the “Stockholder Representative”) to act as sole and exclusive agent, attorney-in-fact and Representative of such Equityholder and such Equityholder’s heirs, Representatives and successors for all purposes and of all matters relating to act this Agreement and the Transaction Agreements, and the Stockholder Representative hereby accepts such appointment. Without limiting the generality of the foregoing, the Stockholder Representative is specifically empowered and authorized by the Equityholders to: (i) take any and all actions (including without limitation executing and delivering any documents), incurring any costs and expenses for the account of the Equityholders (including but not limited to employing accountants, investment banks, appraisers, and other experts, attorneys and such other agents as the Stockholder Representative may deem advisable and to pay from the Administrative Account compensation for their services) and making any and all determinations which may be required or permitted to be taken by the Equityholders in connection with this Agreement and any other applicable Transaction Agreement, including but not limited to the Escrow Agreement, (ii) review all Claims asserted by Purchaser and, to the extent deemed appropriate by Stockholder Representative (in its sole and absolute discretion), dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such Claims under this Agreement; (iii) authorize payments to be made with respect to any such Claims; (iv) execute and deliver on behalf of such Indemnitor Equityholders any document or agreement contemplated by or necessary or desirable in connection with this Agreement, including but not limited to any amendment of, or waiver to, any provision of this Agreement or any other Transaction Agreement; and (v) take such further actions (including coordinating and administering post-closing matters) as are contemplated by or necessary or desirable in connection with this Agreement or any Transaction Agreement. (b) It shall be the obligation of the Stockholder Representative to inform each Equityholder that is a party to that certain Engagement Agreement, dated on or about the date hereof, by and among the Stockholder Representative, the Company, and certain of the Equityholders, of all material notices received and all material actions, decisions, notices and exercises of any rights, power or authority proposed to be done, given or taken by it; provided, that any failure of the Stockholder Representative to comply with the foregoing shall not affect the validity of any action taken or not taken by the Stockholder Representative pursuant to this Agreement. Any actions, exercises of rights, power or authority and any decisions or determinations made by the Stockholder Representative shall be absolutely and irrevocably binding on each Equityholder as if each Equityholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Equityholder’s individual capacity. (c) With respect to the matters covered by or related to this Section 12 and the Escrow Agreement, (i) each Equityholder irrevocably relinquishes his or her right to act independently and other than through the Stockholder Representative with respect to such subject matter (except with respect to appointment of a successor Representative), and (ii) no Equityholder shall have any right to institute any suit, action or proceeding against Company, Purchaser or Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Stockholder Representative. Without limiting the generality of the foregoing, any notice hereunder delivered to Purchaser or a Purchaser Indemnitee by an Equityholder other than through the Stockholder Representative shall be of no effect; provided, that, Purchaser and the other Purchaser Indemnitees may elect at their sole discretion to give effect to any notice delivered by any Equityholder. Purchaser shall be entitled to deal exclusively with the Stockholder Representative on all matters relating to this Agreement, 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 the Equityholders by the Stockholder Representative, and on any other action taken or purported to be taken on behalf of the Equityholders by the Stockholder Representative, as fully binding upon the Equityholders other than in the event of patent fraud. (d) In taking any action whatsoever hereunder, the Stockholder Representative shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it to be sufficient. The Stockholder Representative may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith or in accordance with the advice of counsel. The Stockholder Representative shall not be liable to the Equityholders for the performance of any act or the failure to act so long as such actions, or failure to act, was not fraudulent. The Equityholders shall indemnify, defend and hold harmless the Stockholder Representative (severally in accordance with each such Equityholder’s Consideration Percentage and not jointly) from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs, expenses (including attorneys’ fees and court costs) and other Damages (collectively, “Representative Losses”) which may at any time be imposed on, incurred by or asserted against the Stockholder Representative in any way relating to or arising out of this Article 10 and Agreement, any other Transaction Agreement or any related agreement or instrument or any action taken or omitted to be taken by the liability Stockholder Representative under or asserted liability in connection therewith, in each case as such Representative Loss is incurred or suffered; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the bad faith of such Indemnitor hereunderthe Stockholder Representative, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing Stockholder Representative will reimburse the liability of such Indemnitor, or Equityholders the amount of such liabilityindemnified Representative Losses attributable to such bad faith. If not paid directly to the Stockholder Representative by the Equityholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) any funds available in the Administrative Account and (ii) any funds in the Indemnification Holdback otherwise distributable to the Equityholders pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Escrow Agent; provided, that while this section allows the Stockholder Representative to be paid from the Administrative Account and the Indemnification Holdback, such provision does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as such Representative Losses are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. If an action or proceeding with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein providedwhich the Stockholder Representative is entitled to indemnification hereunder should be commenced or threatened against the Stockholder Representative, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate be entitled to draw from the Administrative Account, as and when incurred by it, all fees and expenses reasonably incurred in connection with the investigation and defense thereof. (e) The Stockholder Representative may resign at any time upon thirty (30) days’ notice by submitting a written resignation to Purchaser, with copies to the Equityholders at their addresses on the stock books of Company. In the event of the foregoingdeath, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements physical or mental incapacity or resignation of the Stockholder Representative taken Representative, the Equityholders shall promptly (and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the in any event within thirty (30) days of notice of such event) appoint a successor Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedRepresentative.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) By approving the Merger and appoints this Agreement by the Stockholder Approval and the Stockholder Consents, each of the Stockholders and Optionholders shall be deemed to have irrevocably constituted or appointed the Stockholder Representative to act as his such Stockholder’s or her Optionholder’s true and lawful attorney-in-fact and agent and authorizes the Stockholder Representative acting for such Stockholder or Optionholder and in such Stockholder’s or Optionholder’s name, place and stead, in any and all capacities to do and perform every act for and thing required or permitted to be done in connection with the transactions contemplated by this Agreement and the Escrow Agreement, as fully to all intents and purposes as such Stockholder or Optionholder might or could do in person, including as follows: (i) to take any and all action on behalf of such Indemnitor the Stockholders or Optionholders from time to time as the Stockholder Representative may deem necessary or desirable to fulfill the interests and purposes of this Section 11.1 and to engage agents and representatives (including accountants and legal counsel) to assist in connection therewith; (ii) give and receive all matters relating notices or documents given or to be given to or by the Stockholders and Optionholders pursuant hereto or in connection herewith and to give and receive and accept service of legal process in connection with any suit or proceeding arising out under this Agreement or the Escrow Agreement; (iii) to take any and all action on behalf of this Article 10 the Stockholders and Optionholders from time to time as the liability Stockholder Representative may deem necessary or asserted liability desirable to make or enter into any consent, waiver, amendment, agreement, certificate or other document contemplated hereunder or under the Escrow Agreement; (iv) to seek on behalf of such Indemnitor hereunderthe Stockholders and Optionholders indemnification from Parent under ARTICLE X, including specificallythe right to prosecute, but without limitationdefend, accepting and agreeing to the liability of such Indemnitor settle, compromise or take any other action with respect to any Indemnification Claim, objecting claim related thereto; (v) to disburse any Indemnification Claim, disputing funds received hereunder to each Stockholder and Optionholder in accordance with their respective Pro Rata Shares; and (vi) to execute the liability of such Indemnitor, or the amount of such liability, with respect to Escrow Agreement and any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim other Merger Document on behalf of such Indemnitor the Stockholders and Optionholders and make all decisions required or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing allowed to be fully bound made by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the provisions thereof (including the right to defend, settle, compromise or take any other action on behalf of Sellers with respect to any matter for which any Parent Indemnified Party seeks indemnification under ARTICLE X). (b) Each Stockholder and Optionholder grants unto said attorney-in-fact and agent full power and authority herein grantedto do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, other than actsas to fully effect all intents and purposes as such Stockholder or Optionholder might or could do in person, whether of omission or commission, of hereby ratifying and confirming all that the Stockholder Representative that constitute gross negligence may lawfully do or willful misconduct in the exercise cause to be done by virtue hereof. Each Stockholder and Optionholder further acknowledges and agrees that, upon execution of this Agreement, with respect to any delivery by the Stockholder Representative of any waiver, amendment, agreement, certificate or other documents executed by the Stockholder Representative pursuant to this Agreement, such Stockholder or Optionholder shall be bound by such documents as fully as if such Stockholder or Optionholder had executed and delivered such documents itself. After the Closing, the Stockholder Representative shall have no authority herein grantedor power to act on behalf of any party to this Agreement, other than the Stockholders and Optionholders.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) The Company Stockholders, in accordance with the MGCL, hereby make, constitute and appoints appoint the Stockholder Representative as his or her true and lawful attorney-in-fact to act as the Company Stockholders’ representative and agent for and all purposes under this Agreement (the “Stockholder Representative”). The Stockholder Representative is hereby authorized to execute on behalf of such Indemnitor in each Company Stockholder any and all matters relating documents and agreements referred to herein upon the Closing. (b) Should the Stockholder Representative resign or arising out be unable to serve, the Company Stockholders having received a majority of this Article 10 and the liability or asserted liability Aggregate Merger Consideration distributed as of the latest Payment Date shall appoint a single substitute agent to take on the responsibilities of such Indemnitor hereunderStockholder Representative, including specificallywhose appointment shall be effective on the date of the prior Stockholders Representative’s resignation or incapacity. (c) By way of illustration only, but and without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with have the authority to (i) execute on behalf of each Company Stockholder, as fully as if the Company Stockholders were acting on their own behalf, any and all documents and agreements referred to herein, including executing the Escrow Agreement as the Company Stockholders’ representative, (ii) give and receive notice or instructions permitted or required under this Agreement or the Escrow Agreement, (iii) authorize the release of the foregoingamounts held in the Escrow Fund to pay any Claimed Amount, retaining counselor (iv) to undertake any actions with respect to the resolution of a Dispute or any disagreement with respect to the amount of any Earnout Payment, accountantsincluding partaking in any dispute resolution process. (d) Any notice, appraisers direction or communication received by Parent, Merger Sub or the Surviving Corporation from the Stockholder Representative, or delivered to the Stockholder Representative by Parent, Merger Sub or the Surviving Corporation, shall be binding upon the Company Stockholders, and other advisers each of them. The Stockholder Representative shall act in connection with any all matters on behalf of the foregoingCompany Stockholders and Parent and Merger Sub and, all for after the account of Effective Time, the Indemnitor, such Indemnitor agreeing Surviving Corporation shall be entitled to be fully bound by rely on the acts, decisions and agreements actions of the Stockholder Representative taken Representatives hereunder acting in concert or alone as the actions of the Company Stockholders. Parent, Merger Sub and done pursuant the Surviving Corporation may deliver notices and communications to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless Company Stockholders hereunder through the Stockholder Representative from at the address set forth AGREEMENT AND PLAN OF MERGER in this Agreement for notices, and such delivery shall be deemed to have been made to any liability or all of the Company Stockholders. None of Parent, Merger Sub or the Surviving Company shall pay any costs or expenses incurred by the Stockholder Representative based upon or arising in carrying out their obligations hereunder. Each of any actParent, whether of omission or commission, Merger Sub and the Surviving Corporation consents to the appointment of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission act as described hereunder. (e) The Stockholder Representative shall not be liable for any action taken or commission, of admitted to be taken or suffered in good faith by him except that the Stockholder Representative that constitute shall be liable for his own gross negligence or willful misconduct misconduct. The Stockholder Representative shall not be liable in any manner for the exercise effectiveness, enforceability, collectibility, genuineness, validity, sufficiency or the due execution of this Agreement, the Escrow Agreement, or any other documents executed in connection herewith or any other certificate, report, notice, consent, opinion, statement or other document furnished or to be furnished hereunder and shall be entitled to rely on any of the foregoing believed by him to be genuine and correct and to have been signed and sent or made by the Stockholder Representative of the authority herein grantedproper person.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) In order to, among other things, administer efficiently the determination and appoints payment of the Stockholder Merger Consideration and the defense and/or settlement of any claims for Losses for which the Stockholders and the Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, the Stockholders and the Optionholders, by their adoption and approval of this Agreement, as well as, in certain cases, through separate instruments, irrevocably appoint the Representative as his or her true their agent, attorney in fact and lawful attorney-in-fact representative (with full power of substitution in the premises), and, by its execution hereof, the Representative hereby accepts such appointment. (b) The Representative is hereby authorized (i) to act take all action necessary in connection with the acceptance, rejection, determination and payment of the Merger Consideration and the defense and/or settlement of any claims for and Losses (including the power to compromise any indemnity claim on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 the Stockholders and the liability Optionholders and to transact matters of litigation) for which the Stockholders and the Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which all of the Stockholders and Optionholders are subject, and (iii) to do or asserted liability of refrain from doing all such Indemnitor hereunderfurther acts and things, including specifically, but without limitation, accepting and agreeing to the liability of execute all such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) documents as the Stockholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (A) to execute and deliver the Escrow Agreement and any amendments thereto as the representative of the foregoingStockholders and the Optionholders; to execute any instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder; and to take such further actions under the Escrow Agreement as the Representative deems to be necessary or appropriate; (B) to execute and deliver all amendments, retaining counselwaivers, accountantsancillary agreements, appraisers stock powers, certificates and other advisers documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, whether prior to, at or after the Closing; (C) to execute and deliver all amendments and waivers to this Agreement that the Representative deems necessary or appropriate, whether prior to, at or after the Closing; provided that any such amendment, if material to the rights and obligations of such Stockholders or Optionholders in the reasonable judgment of the Representative, shall be taken in the same manner with respect to all such Stockholders and Optionholders, unless otherwise agreed by each such Stockholder or Optionholder who is subject to any disparate treatment of a potentially adverse nature; (D) to receive funds, make payments of funds, and give receipts for funds; (E) to receive funds for the payment of expenses of the Stockholders and the Optionholders, to deposit such funds in such accounts as the Representative deems appropriate and apply or reserve such funds in payment for such expenses, including holding the Representative Administrative Amount. (F) to do or refrain from doing any further act or deed on behalf of the Stockholders and the Optionholders that the Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders and the Optionholders could do if personally present; and (G) to receive service of process in connection with any claims under this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Stockholders and the Optionholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the foregoingvoting power represented by the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (on an as-converted, as exercised basis), shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including the defense or settlement of any claims for Losses for which the account Stockholders and Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, shall be binding upon all of the IndemnitorStockholders and Optionholders, such Indemnitor agreeing and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. (e) Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination and payment of the Closing Consideration and the Final Consideration, amounts to be fully bound paid from the Escrow Amount and the settlement of any claims for Losses for which the Stockholders and Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof and any other actions required to be taken by the actsRepresentative hereunder, and no party hereunder or Stockholder or Optionholder shall have any cause of action against Buyer or Merger Sub for any action taken by Buyer or Merger Sub in reliance upon the instructions or decisions of the Representative. (f) All actions, decisions and agreements instructions of the Representative shall be conclusive and binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have any cause of action against the Representative for any action taken or not taken, decision made or instruction given by the Representative under this Agreement, except for fraud, gross negligence or willful misconduct by the Representative. (g) The provisions of this Section 10.14 are independent and done severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder or Optionholder may have in connection with the transactions contemplated by this Agreement. (h) The provisions of this Section 10.14 shall be binding upon the heirs, legal representatives, successors and assigns of each Stockholder and Optionholder, and any references in this Agreement to a Stockholder or an Optionholder or the Stockholders or Optionholders shall mean and include the successors to the rights of the Stockholders and Optionholders hereunder, whether pursuant to testamentary disposition, the authority herein granted. Each Indemnitor hereby agrees to indemnify laws of descent and to save distribution or otherwise. (i) All reasonable fees and hold harmless the Stockholder Representative from any liability expenses incurred by the Stockholder Representative in connection with this Agreement shall be paid by the Stockholders and Optionholders on a pro‑rata basis based upon on their respective Common Percentages. Representative shall first pay any such fees and expenses from the Representative Administrative Amount. The amount of the Representative Administrative Amount or arising out other amounts (if any) held by the Representative after the final resolution of all Claims asserted hereunder, shall be distributed by the Representative to the Stockholders and Optionholders in accordance with their respective Common Percentages; provided that the portion of any act, whether of omission or commission, such distribution allocable to the Optionholders shall be remitted by the Representative to the Surviving Corporation and shall be made by the Surviving Corporation to each of the Stockholder Optionholders through the Surviving Corporation's payroll system in accordance with the Surviving Corporation's regular payroll practices then in effect. For the avoidance of doubt, under no circumstances shall the Representative pursuant Administrative Amount be deemed to comprise part of the Escrow Amount. (j) The Representative shall be indemnified by the Indemnifying Equityholders for, and shall be held harmless against, any loss, liability or expense incurred by the Representative or any of its Affiliates and any of their respective directors, officers, employees, agents, stockholders, members, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the authority herein grantedRepresentative's conduct as Representative (collectively, the “Representative Parties”), other than actslosses, whether of omission liabilities or commission, of expenses resulting from the Stockholder Representative that constitute Representative's gross negligence or willful misconduct in connection with its performance under this Agreement and the exercise Escrow Agreement. This indemnification shall survive the termination of this Agreement and the Escrow Agreement. The Indemnifying Equityholders agree that the Representative may, in all questions arising under this Agreement and the other Transaction Documents, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Representative in accordance with such advice of counsel, the Representative shall not be liable to the Indemnifying Equityholders. The Indemnifying Equityholders, by approval of this Agreement, agree that in no event shall the Representative Parties be liable under this Agreement and the other Transaction Documents to the Indemnifying Equityholders for (i) any indirect, punitive, special or consequential damages or (ii) any amounts other than those that are satisfied out of the authority herein grantedEscrow Fund. Nothing in this Section 10.14(j) shall in any way terminate, amend, modify, alter, limit or otherwise affect the obligations of the Indemnifying Equityholders under any provision of this Agreement or any of the other Transaction Documents to any Person other than the Indemnifying Equityholders' obligations to the Representative Parties relating to the Representative's conduct as Representative.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes For purposes of Section 8, Txx Xxxxxxxxx shall be appointed to serve on behalf of the Company, Company Stockholders and appoints Company Noteholders as the Stockholder Representative. Such appointment by the Company, Company Stockholders and Company Noteholders shall constitute the following actions binding upon the Company and such Company Stockholders and Company Noteholders: (a) The irrevocable authorization, direction and appointment of the Stockholder Representative as his or her true the sole and lawful exclusive agent, attorney-in-fact to act and representative of each Company Stockholder, Company Noteholder and such Person’s heirs, representatives and successors. (b) The approval and authorization for and on behalf all of such Indemnitor in all matters the arrangements relating to or arising out of this Article 10 and the liability or asserted liability of such Indemnitor hereunderthereto, including specificallythe Stockholder Representative’s performance of its obligations under this Agreement including, but without limitation, accepting taking any and agreeing to the liability of such Indemnitor with respect to all actions, incurring any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim costs and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all expenses for the account of the Indemnitor, such Indemnitor agreeing Company Stockholders and Company Noteholders and making any and all determinations that may be required or permitted to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out the Company Stockholders and Company Noteholders and the exercise of such rights, power and authority as are incidental to the foregoing. (c) The approval and authorization for all of the arrangements relating thereto, including the Stockholder Representative’s performance of its obligations under this Agreement including, without limitation, taking any actand all actions, whether incurring any costs and expenses for the account of omission the Company under Section 8.3, and making any and all determinations that may be required or commissionpermitted to be taken by the Company thereunder and the exercise of such rights, power and authority as are incidental to the foregoing. (d) The irrevocable relinquishment of the right of such Company Stockholder and Company Noteholder to act independently and other than through the Stockholder Representative pursuant with respect to the authority herein grantedforegoing, any such rights being irrevocably and exclusively delegated to the Stockholder Representative. Without limiting the generality of the foregoing, any notice hereunder delivered to Buyer, other than actsthrough the Stockholder Representative, whether shall be of omission or commissionno effect, of and each notice delivered by Buyer to the Stockholder Representative that constitute gross negligence or willful misconduct shall be effective as against each Company Stockholder and Company Noteholder. (e) The original Stockholder Representative shall indicate by execution of this Agreement his acceptance of such appointment and his agreement to be bound by the terms of this Agreement as they relate to the Stockholder Representative and the duties and responsibilities thereof by executing this Agreement for such limited purpose in the exercise space provided on the signature pages hereof. (f) Any actions, exercises of rights, power or authority and any decisions or determinations made by the Stockholder Representative of the shall be absolutely and irrevocably binding on each Company Stockholder and Company Noteholder as if each such Person personally had taken such action, exercised such rights, power or authority herein grantedor made such decision or determination in such Person’s individual capacity.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes The approval of this Agreement by the Stockholders shall constitute the following actions binding upon the Stockholders: (a) the irrevocable authorization, direction and appoints appointment of Xxxxxx Xxxxxxxx in his capacity as stockholder representative, and not personally (the Stockholder Representative "STOCKHOLDER REPRESENTATIVE"), as his or her true the sole and lawful exclusive agent, attorney-in-fact and representative of each Stockholder and such Person's heirs, representatives and successors; (b) the approval and authorization for all of the arrangements relating thereto, including: (i) the execution, delivery and performance of the Escrow Agreement by the Stockholder Representative, (ii) the receipt and distribution of the Milestone Payments to act for and on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 the Stockholders pursuant hereto and the liability or asserted liability receipt and distribution of such Indemnitor hereunderthe Escrow Amount to the Stockholders pursuant to the terms hereof and of the Escrow Agreement; (iii) the Stockholder Representative's performance of his obligations under this Agreement and the Escrow Agreement, including specificallyincluding, but without limitation, accepting taking any and agreeing to the liability of such Indemnitor with respect to all actions, incurring any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim costs and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all expenses for the account of the Indemnitor, such Indemnitor agreeing Stockholders and making any and all determinations which may be required or permitted to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out the Stockholders; and (iv) the exercise of such rights, power and authority as are incidental to the foregoing; and (c) the irrevocable relinquishment of the right of each Stockholder to act independently and other than through the Stockholder Representative with respect to the foregoing any actsuch rights being irrevocably and exclusively delegated to the Stockholder Representative. Without limiting the generality of the foregoing, whether any notice hereunder delivered to Buyer or Surviving Corporation or a Buyer Indemnifying Party by a Stockholder, other than through the Stockholder Representative, shall be of omission no effect, and each notice delivered by Buyer, Merger Sub or commission, of Surviving Corporation or any other Buyer Indemnified Party to the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct in the exercise by the Stockholder Representative of the authority herein grantedhereto shall be effective as against each Stockholder.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) In order to efficiently administer the transactions contemplated hereby, including the indemnification provisions set forth in Article 7, each Company Stockholder, Company Optionholder and appoints Company Warrant Holder hereby designates each of Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxxxx P.C. as their representatives (collectively, the “Stockholder Representative”). By virtue of (i) the adoption of this Agreement and the approval of the Merger by the Company Stockholders at a meeting of the stockholders of the Company (or by written consent in lieu of a meeting) pursuant to, and in accordance with, the applicable provisions of the MBCA, each Company Stockholder (regardless of whether or not such Company Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger by written consent) and (ii) each Company Optionholder’s or Company Warrant Holder’s receipt of the Adjusted Option/Warrant Per Share Closing Amount, each Company Optionholder and Company Warrant Holder, shall be deemed to agree as follows: (i) the Parent, the Acquirer and the Surviving Corporation shall be able to rely conclusively on the instructions and decisions of the Stockholder Representative (acting by the majority) as his to any actions required or permitted to be taken by the Stockholder Representative hereunder, and no party hereunder shall have any cause of action against the Parent, the Acquirer and/or the Surviving Corporation to the extent the Parent, the Acquirer and/or the Surviving Corporation has relied upon the instructions or decisions of the Stockholder Representative; (ii) all actions, decisions and instructions of the Stockholder Representative shall be based on a majority vote of the individuals serving in the capacity of a Stockholder Representative and any and all such actions, decisions and instructions approved by a majority of the individuals serving as a Stockholder Representative shall be conclusive and binding upon all of the Company Stockholders, Company Optionholders and Company Warrant Holders, and no Company Stockholder, Company Optionholder or Company Warrant Holder shall have any cause of action against the Stockholder Representative for any action taken, decision made or instruction given by the Stockholder Representative under this Agreement (or for any failure to take such action, make such decision or give such instruction), except for fraud or willful misconduct by the Stockholder Representative; and each Company Stockholder, Company Optionholder and Company Warrant Holder, jointly and severally, shall indemnify each Stockholder Representative for any and all claims, liabilities, losses, damages, costs and expenses which such Stockholder Representative shall suffer and which relate to or arise, directly or indirectly, out of any action taken by him/her true in his/her capacity as a Stockholder Representative in accordance with the terms of this Agreement and lawful attorney-in-fact which are asserted by any other Company Stockholder, Company Optionholder or Company Warrant Holder against such Stockholder Representative in accordance with the terms of this Agreement; (iii) the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder, Company Optionholder or Company Warrant Holder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.9 are inadequate; therefore, the Parent, the Acquirer and/or the Surviving Corporation shall be entitled to act for temporary and permanent injunctive relief without the necessity of proving damages if the Parent, the Acquirer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.9; and (v) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, Company Optionholder and Company Warrant Holder, and any references in this Agreement to a Company Stockholder, Company Optionholder and Company Warrant Holder shall mean and include the successors to such Company Stockholder’s, Company Optionholder’s or Company Warrant Holder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (b) Each Company Stockholder, Company Optionholder and Company Warrant Holder hereby authorizes the Stockholder Representative to take any and all action as is contemplated to be taken by or on behalf of such Indemnitor in all matters relating Company Stockholder, Company Optionholder or Company Warrant Holder, and to assert the Company Stockholder’s, Company Optionholder’s or arising out Company Warrant Holder’s rights granted, pursuant to the terms of this Article 10 Agreement. (c) In the event that any of Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxxxxx P.C. (or any of their substitutes as Stockholder Representative) dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, then Xxxxx Xxxxxxxx (or his substitute) shall fill such vacancy and shall be deemed to be a Stockholder Representative for all purposes of this Agreement and the liability documents delivered pursuant hereto. In the event that all of the foregoing individuals are unable or asserted liability unwilling to serve as a Stockholder Representative, alternate Stockholder Representatives shall be elected by the holders of a majority of the shares of Company Common Stock outstanding immediately prior to the Effective Time, assuming the conversion, exchange and/or exercise of all outstanding Eligible Company Options and Company Warrants which are then currently convertible, exercisable or exchangeable for Common Stock. (d) Each Stockholder Representative shall be compensated for his or her services rendered in connection with the performance of his or her duties as a Stockholder Representative, whether arising under this Agreement or otherwise, at hourly rates commensurate with such Indemnitor hereunderStockholder Representative’s customary hourly rates for his or her other professional activities and shall be reimbursed for his or her reasonable costs and expenses incurred in connection with the performance of his or her duties as a Stockholder Representative, whether arising under this Agreement or otherwise, including specifically, but without limitation, accepting and agreeing to the liability reasonable fees of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, a certified public accountant or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as other professional advisor retained by the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of their duties under this Agreement. Notwithstanding the foregoing, all for rights of a Stockholder Representative to compensation and/or expense reimbursement, whether arising under this Agreement or otherwise, shall be satisfied exclusively by payment out of, and only to the account of the Indemnitorextent of, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done Escrow Amount, which shall be maintained by Bowditch & Xxxxx, LLP, as escrow agent. In no event shall the Surviving Corporation (i) be obligated to pay to any Stockholder Representative any amounts pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless this Section 1.9(d) or (ii) have any recourse against the Stockholder Representative from any liability incurred by the Stockholder Representative based upon Escrow Amount or arising out of any actBowditch & Xxxxx, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct LLP in the exercise by the Stockholder Representative of the authority herein grantedits capacity as escrow agent.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes (a) In order to, among other things, administer efficiently the determination and appoints payment of the Stockholder Merger Consideration and the defense and/or settlement of any claims for Losses for which the Stockholders and the Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, the Stockholders and the Optionholders, by their adoption and approval of this Agreement, as well as, in certain cases, through separate instruments, irrevocably appoint the Representative as his or her true their agent, attorney in fact and lawful attorney-in-fact representative (with full power of substitution in the premises), and, by its execution hereof, the Representative hereby accepts such appointment. (b) The Representative is hereby authorized (i) to act take all action necessary in connection with the acceptance, rejection, determination and payment of the Merger Consideration and the defense and/or settlement of any claims for and Losses (including the power to compromise any indemnity claim on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 the Stockholders and the liability Optionholders and to transact matters of litigation) for which the Stockholders and the Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which all of the Stockholders and Optionholders are subject, and (iii) to do or asserted liability of refrain from doing all such Indemnitor hereunderfurther acts and things, including specifically, but without limitation, accepting and agreeing to the liability of execute all such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) documents as the Stockholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (A)to execute and deliver the Escrow Agreement and any amendments thereto as the representative of the foregoingStockholders and the Optionholders; to execute any instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder; and to take such further actions under the Escrow Agreement as the Representative deems to be necessary or appropriate; (B)to execute and deliver all amendments, retaining counselwaivers, accountantsancillary agreements, appraisers stock powers, certificates and other advisers documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, whether prior to, at or after the Closing; (C)to execute and deliver all amendments and waivers to this Agreement that the Representative deems necessary or appropriate, whether prior to, at or after the Closing; provided that any such amendment, if material to the rights and obligations of such Stockholders or Optionholders in the reasonable judgment of the Representative, shall be taken in the same manner with respect to all such Stockholders and Optionholders, unless otherwise agreed by each such Stockholder or Optionholder who is subject to any disparate treatment of a potentially adverse nature; (D)to receive funds, make payments of funds, and give receipts for funds; (E)to receive funds for the payment of expenses of the 64 Stockholders and the Optionholders, to deposit such funds in such accounts as the Representative deems appropriate and apply or reserve such funds in payment for such expenses, including holding the Representative Administrative Amount. (F)to do or refrain from doing any further act or deed on behalf of the Stockholders and the Optionholders that the Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders and the Optionholders could do if personally present; and (G)to receive service of process in connection with any claims under this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Stockholders and the Optionholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the foregoingvoting power represented by the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (on an as-converted, as exercised basis), shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including the defense or settlement of any claims for Losses for which the account Stockholders and Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof, shall be binding upon all of the IndemnitorStockholders and Optionholders, such Indemnitor agreeing and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. (e) Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination and payment of the Closing Consideration and the Final Consideration, amounts to be fully bound paid from the Escrow Amount and the settlement of any claims for Losses for which the Stockholders and Optionholders may be required to indemnify Buyer and its Affiliates pursuant to Sections 8.2 and 8.3 hereof and any other actions required to be taken by the actsRepresentative hereunder, and no party hereunder or Stockholder or Optionholder shall have any cause of action against Buyer or Merger Sub for any action taken by Buyer or Merger Sub in reliance upon the instructions or decisions of the Representative. (f) All actions, decisions and agreements instructions of the Representative shall be conclusive and binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have any cause of action against the Representative for any action taken or not taken, decision made or instruction given by the Representative under this Agreement, except for fraud, gross negligence or willful misconduct by the Representative. (g) The provisions of this Section 10.14 are independent and done severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder or Optionholder may have in connection with the transactions contemplated by this Agreement. (h)The provisions of this Section 10.14 shall be binding upon the heirs, legal 65 representatives, successors and assigns of each Stockholder and Optionholder, and any references in this Agreement to a Stockholder or an Optionholder or the Stockholders or Optionholders shall mean and include the successors to the rights of the Stockholders and Optionholders hereunder, whether pursuant to testamentary disposition, the authority herein granted. Each Indemnitor hereby agrees to indemnify laws of descent and to save distribution or otherwise. (i) All reasonable fees and hold harmless the Stockholder Representative from any liability expenses incurred by the Stockholder Representative in connection with this Agreement shall be paid by the Stockholders and Optionholders on a pro‑rata basis based upon on their respective Common Percentages. Representative shall first pay any such fees and expenses from the Representative Administrative Amount. The amount of the Representative Administrative Amount or arising out other amounts (if any) held by the Representative after the final resolution of all Claims asserted hereunder, shall be distributed by the Representative to the Stockholders and Optionholders in accordance with their respective Common Percentages; provided that the portion of any act, whether of omission or commission, such distribution allocable to the Optionholders shall be remitted by the Representative to the Surviving Corporation and shall be made by the Surviving Corporation to each of the Stockholder Optionholders through the Surviving Corporation's payroll system in accordance with the Surviving Corporation's regular payroll practices then in effect. For the avoidance of doubt, under no circumstances shall the Representative pursuant Administrative Amount be deemed to comprise part of the Escrow Amount. (j) The Representative shall be indemnified by the Indemnifying Equityholders for, and shall be held harmless against, any loss, liability or expense incurred by the Representative or any of its Affiliates and any of their respective directors, officers, employees, agents, stockholders, members, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the authority herein grantedRepresentative's conduct as Representative (collectively, the “Representative Parties”), other than actslosses, whether of omission liabilities or commission, of expenses resulting from the Stockholder Representative that constitute Representative's gross negligence or willful misconduct in connection with its performance under this Agreement and the exercise Escrow Agreement. This indemnification shall survive the termination of this Agreement and the Escrow Agreement. The Indemnifying Equityholders agree that the Representative may, in all questions arising under this Agreement and the other Transaction Documents, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder Representative in accordance with such advice of counsel, the Representative shall not be liable to the Indemnifying Equityholders. The Indemnifying Equityholders, by approval of this Agreement, agree that in no event shall the Representative Parties be liable under this Agreement and the other Transaction Documents to the Indemnifying Equityholders for (i) any indirect, punitive, special or consequential damages or (ii) any amounts other than those that are satisfied out of the authority herein granted.Escrow Fund. Nothing in this Section 10.14(j) shall in any way terminate, amend, modify, alter, limit or otherwise affect the obligations of the Indemnifying Equityholders under any provision of this Agreement or any of the other Transaction Documents to any Person other than the Indemnifying Equityholders' obligations to the Representative Parties relating to the Representative's conduct as Representative. * * * * 66

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes The approval of this Agreement by the DYM Stockholders shall constitute the following actions binding upon the DYM Stockholders: (a) the irrevocable authorization, direction and appoints appointment of the Stockholder Representative as his or her true the sole and lawful exclusive agent, attorney-in-fact and representative of each DYM Stockholder and such Person's heirs, representatives and successors; (b) the approval and authorization for all of the arrangements relating thereto, including: (i) the execution, delivery and performance of the Escrow Agreement by the Stockholder Representative, (ii) the receipt and distribution of the Escrow Shares to act for and on behalf the DYM Stockholders pursuant to the terms of such Indemnitor in all matters relating to or arising out the Escrow Agreement; (iii) the Stockholder Representative's performance of his obligations under this Article 10 Agreement and the liability or asserted liability of such Indemnitor hereunderEscrow Agreement, including specificallyincluding, but without limitation, accepting taking any and agreeing to the liability of such Indemnitor with respect to all actions, incurring any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim costs and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all expenses for the account of the Indemnitor, such Indemnitor agreeing DYM Stockholders and making any and all determinations which may be required or permitted to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred by the Stockholder Representative based upon or arising out the DYM Stockholders; and (iv) the exercise of any actsuch rights, whether power and authority as are incidental to the foregoing; and (c) the irrevocable relinquishment of omission or commission, the right of each DYM Stockholder to (i) act independently and other than through the Stockholder Representative pursuant with respect to the authority herein grantedforegoing any such rights being irrevocably and exclusively delegated to the Stockholder Representative. Without limiting the generality of the foregoing, any notice hereunder delivered to HPL or a HPL Indemnitee by a DYM Stockholder, other than actsthrough the Stockholder Representative, whether shall be of omission no effect, and each notice delivered by HPL or commission, of any other HPL Indemnitee to the Stockholder Representative that constitute gross negligence or willful misconduct shall be effective as against each DYM Stockholder. (d) The original Stockholder Representative shall indicate in writing his acceptance of such appointment and his agreement to be bound by the terms of this Agreement as they relate to the Stockholder Representative and the duties and responsibilities thereof by executing this Agreement for such limited purpose in the exercise space provided on the signature pages hereof. (e) Any actions, exercises of rights, power or authority and any decisions or determinations made by the Stockholder Representative of the shall be absolutely and irrevocably binding on each DYM Stockholder as if each such Person personally had taken such action, exercised such rights, power or authority herein grantedor made such decision or determination in such Person's individual capacity.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- of the Stockholders hereby appoints Xxxxx X. Xxxxx, M.D. (the "Stockholder Representative") as agent and representative with full discretion to act on behalf of each of the Stockholders for all purposes described herein and with respect to the Note, and the Stockholder Representative hereby accepts such appointment and agrees to act in such capacity. Each Stockholder hereby releases Buyer, and agrees to indemnify and hold harmless Buyer, from any claims such Stockholder may have against the Stockholder Representative. In addition to the foregoing, each Stockholder, by his execution of this Agreement, hereby constitutes and appoints the Stockholder Representative as his or her true and lawful attorney-in-fact attorney in fact, with full power in his name and on his behalf: (a) to act for and receive, on behalf of the Stockholders, the closing deliveries from Buyer at the Closing pursuant to Section 1.8, to give Buyer a receipt therefor on behalf of the Stockholders, and to hold such Indemnitor in all matters relating deliveries subject to or arising out the terms hereof and the instructions of each Stockholder with respect to the ultimate distribution thereof; (b) to act on each Stockholder's behalf according to the terms of this Article 10 and the liability or asserted liability of such Indemnitor hereunderAgreement, including specificallyincluding, but without limitation, accepting the power to (i) contest or acquiesce in the determination of the Purchase Price in accordance with Section 1.4 and agreeing Exhibit A, (ii) agree to amend this Agreement, or to terminate this Agreement in accordance with Section 10.1, (iii) waive compliance with conditions precedent to the liability Stockholders' and the Companies' obligations set forth in Article 8 or any other provision of such Indemnitor this Agreement pursuant to Section 11.4, (iv) consent to the assignment of rights under this Agreement in accordance with respect to any Indemnification ClaimSection 11.6, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim (vi) give and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim receive notices on behalf of such Indemnitor or refusing to accept all the sameStockholders, settling and compromising (vii) act on the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate Stockholders' behalf in connection with any matter as to which the Stockholders jointly and severally are an "Indemnified Party" or "Indemnifying Party" under Article 9, all in the sole and absolute discretion of the foregoingStockholder Representative; and (c) in general, retaining counselto do all things and to perform all acts, accountantsincluding, appraisers without limitation, executing and delivering all agreements, certificates, receipts, instructions and other advisers instruments contemplated or required in connection with any this Agreement. This power of attorney, and all authority hereby conferred, is granted subject to the interests of the foregoing, all for other Stockholders and the account Buyer and in consideration of the Indemnitormutual covenants and agreements made herein, such Indemnitor agreeing to and shall be fully bound irrevocable and shall not be terminated by any act of any Stockholder or by operation of law, whether by the acts, decisions and agreements death or incapacity of any Stockholder or by the occurrence of any other event. Each Stockholder agrees to hold the Stockholder Representative taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any and all loss, damage or liability incurred by the Stockholder Representative based upon which they, or arising out any one of them, may sustain as a result of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Stockholder Representative that constitute gross negligence or willful misconduct action taken in the exercise by the Stockholder Representative of the authority herein grantedgood faith hereunder.

Appointment of Stockholder Representative. (a) Each Indemnitor ----------------------------------------- Seller hereby irrevocably constitutes and appoints RT Partners as the representative of Sellers (the “Stockholder Representative Representative”) to act as his or her such Seller’s true and lawful attorney-in-fact and agent and authorizes the Stockholder Representative acting for such Seller and in such Seller’s name, place and stead, in any and all capacities to do and perform every act for and thing required or permitted to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Seller might or could do in person, including as follows: (i) to take any and all action on behalf of such Indemnitor in all matters relating Sellers from time to time as the Stockholder Representative may deem necessary or arising out desirable to fulfill the interests and purposes of this Section 12.1 and to engage agents and representatives (including accountants and legal counsel) to assist in connection therewith; (ii) to take any and all action on behalf of Sellers from time to time as the Stockholder Representative may deem necessary or desirable to make or enter into any waiver, amendment, agreement, certificate or other document contemplated hereunder; (iii) to terminate this Agreement on behalf of Sellers; (iv) to deliver on behalf of Sellers all notices required to be delivered by Sellers; (v) to receive on behalf of Sellers all notices required to be delivered to Sellers; (vi) to seek on behalf of Sellers indemnification from Buyer under Article 10 and the liability or asserted liability of such Indemnitor hereunderXI, including specificallythe right to prosecute, but without limitationdefend, accepting and agreeing to the liability of such Indemnitor settle, compromise or take any other action with respect to any Indemnification Claimclaim related thereto; (vii) to use the Expense Reserve to satisfy costs, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements expenses and/or liabilities of the Stockholder Representative taken or the Sellers in connection with matters related to this Agreement and/or the Seller Ancillary Agreements; and (viii) to execute the Escrow Agreement and done pursuant any other Seller Ancillary Agreement on behalf of Sellers and make all decisions necessary to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred be made by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the provisions thereof and of this Agreement (including the right to (A) defend, settle, compromise or take any other action on behalf of Sellers with respect to any matter for which any Buyer Group Member seeks indemnification under Article XI, (B) authorize the release or delivery to Buyer of all or any portion of the Indemnity Escrow Fund, and (C) litigate, arbitrate, settle or compromise any post-Closing issues and disputes). (b) Each Seller grants unto said attorney-in-fact and agent full power and authority herein grantedto do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, other than actsas fully to effect all intents and purposes as such Seller might or could do in person, whether of omission or commission, of hereby ratifying and confirming all that the Stockholder Representative that constitute gross negligence may lawfully do or willful misconduct in the exercise cause to be done by virtue hereof. Each Seller further acknowledges and agrees that, upon execution of this Agreement, with respect to any delivery by the Stockholder Representative of any waiver, amendment, agreement, certificate or other documents executed by the authority herein grantedStockholder Representative pursuant to this Agreement, such Seller shall be bound by such documents as fully as if such Seller had executed and delivered such documents itself.

Appointment of Stockholder Representative. Each Indemnitor ----------------------------------------- constitutes By voting in favor of the adoption of this Agreement and appoints the consummation of the Merger or participating in the Merger and receiving the benefits thereof or by signing a Transmittal Letter, each Stockholder shall be deemed to have approved the designation of and designates the Stockholder Representative as his or her true the representative of such Stockholder and lawful as the attorney-in-fact to act and agent for and on behalf of such Indemnitor Stockholder, with full power of substitution to act in all matters relating to or arising out the name, place and stead of such Stockholder in accordance with the terms of this Article 10 Agreement and the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim act on behalf of such Indemnitor Stockholder in any amendment of or refusing claim involving this Agreement, including claims for indemnification under this Agreement, and to accept the samedo or refrain from doing all such further acts and things, settling and compromising the liability of to execute all such Indemnitor hereunderdocuments, instituting and prosecuting such actions (including arbitration proceedings) as the Stockholder Representative shall deem necessary or appropriate in connection conjunction with any of the foregoingtransactions contemplated hereby, retaining counsel, accountants, appraisers including the exercise of the power to: (a) give and receive notices and communications to or from Buyer and other advisers in connection with any matters contemplated by this Agreement or hereby; (b) direct, on behalf of the foregoingStockholder, the payment of any and all amounts due and payable to such Stockholder pursuant to this Agreement including, without limitation, by providing directions to Buyer on behalf of the Stockholder; (c) receive, for the benefit of the Stockholder, any amount payable to the Stockholder pursuant to this Agreement or the Escrow Agreement; (d) authorize the release or delivery to Buyer or any other Buyer Indemnified Party of all or a portion of the funds in the Adjustment Escrow Account and the Indemnification Escrow Account; (e) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to Third-Party Claims and Direct Claims made on the Stockholders pursuant to Article VIII hereof; (f) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to Appraisal Demands; (g) agree to, object to, negotiate, resolve, enter into settlements and compromises of, and submit to review by the Independent Accountants, any matters pursuant to Section 2.03; (h) incur any costs and expenses for the account of the IndemnitorStockholders, manage the payment of such Indemnitor agreeing costs and expenses, and make all determinations which may be required or permitted to be fully bound taken by the actsStockholders under this Agreement; (i) enforce the obligations, decisions covenants and agreements of Buyer pursuant to this Agreement; (j) control on behalf of each Stockholder the privileges and information of all Stockholders pursuant to Section 11.13 hereof; (k) take all action necessary or desirable in connection with the waiver of any condition to the obligations of Enterprises to consummate the transactions contemplated by this Agreement; (l) negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated hereby, including the Escrow Agreement; (m) take all actions that, under this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, may be taken by a Stockholder (or the Stockholder Representative) and to do or refrain from doing any further act or deed on behalf of a Stockholder that the Stockholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby as fully and completely as a Stockholder could do if personally present; and (n) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. The Stockholder Representative shall have authority and power to act on behalf of each such Stockholder with respect to the disposition, settlement or other handling of all Direct Claims and Third-Party Claims made on the Stockholders pursuant to, and with respect to all rights or obligations arising under, Article VIII hereof, as well as with respect to all rights and obligations arising pursuant to Section 2.04. Each Stockholder shall be bound by all actions taken and done pursuant to the authority herein granted. Each Indemnitor hereby agrees to indemnify and to save and hold harmless the Stockholder Representative from any liability incurred documents executed by the Stockholder Representative based upon or arising out of any act, whether of omission or commission, of the Stockholder Representative pursuant to the authority herein grantedpower and agency granted herein, and Buyer and the other than acts, whether of omission Buyer Indemnified Parties shall be entitled to rely on any action or commission, decision of the Stockholder Representative that constitute gross negligence or willful misconduct acting in the exercise Stockholder Representative’s capacity as such. No Buyer Indemnified Party shall have any liability to any Stockholder for any action taken or not taken in reliance upon any action taken by the Stockholder Representative Representative. This power of attorney, and all authority hereby conferred, is granted subject to the interests of Buyer and Acquisition Sub hereunder and in consideration of the authority mutual covenants and agreements made herein grantedand shall be irrevocable and shall not be terminated by any act of any Stockholder or by operation of Law, whether by the merger, dissolution, death or incapacity of any Stockholder or by the occurrence of any other event.