Common use of Decisions of Representative Clause in Contracts

Decisions of Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of the undersigned and shall be final, binding and conclusive upon the undersigned. In the event that a decision, act, consent or instruction of the Representatives is not provided within thirty (30) days of Parent’s request for any decision, act, consent or instruction of the Representative, the matter at issue shall be finally determined, as soon as reasonably practicable, by approval of the holders of seventy percent (70%) of the economic interest represented by all of the Holders immediately prior to the Effective Time. Please deliver the cash portion of the Closing Consideration for each of the Shares set forth in Part A below as directed in Part B below. Please deliver the share portion of the Closing Consideration for each of the Shares set forth in Part A below as directed in Part C below in accordance with the Allocation Election made by the undersigned in Part C below. Upon the release of the Escrow Amount (or any portion thereof), please deliver the such amounts to the Representative, who will then deliver to the undersigned the undersigned’s Proportionate Share of such released Escrow Amount for each of the Shares set forth in Part A below as directed in Part B below. The undersigned has had the opportunity to consult with the undersigned’s tax, financial, legal and other advisors regarding the Merger Agreement, the Lock-Up Agreement, the Paying Agent Agreement, the Escrow Agreement, this Letter of Transmittal and any related documents, and has not relied upon any statement by the Company, Parent or their respective affiliates or representatives as to such matters. This Letter of Transmittal shall remain in full force and effect notwithstanding the death or incapacity of one or more of the undersigned (if an individual), and this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If any provision of this Letter of Transmittal is declared invalid or unenforceable by a court having competent jurisdiction, it is agreed that the same shall endure except for the part declared invalid or unenforceable which shall instead be enforced to the maximum extent permitted under applicable law.

Decisions of Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of the undersigned made by you and shall be final, binding and conclusive upon the undersignedyou. In the event that a decision, act, consent or instruction of the Representatives is not provided within thirty (30) days of ParentHII’s request for any decision, act, consent or instruction of the Representative, the matter at issue shall be finally determined, as soon as reasonably practicable, by approval of the holders of seventy percent (70%) of the economic interest represented by all of the Holders immediately prior to the Effective Time. If you have any questions concerning the cancellation of your vested Options, please contact [ ] at [ ]. Please deliver complete the Method of Payment Election in Part A below, the Allocation Election in Part B below (and sign the Lock-Up Agreement attached as Annex A hereto if you elect to receive Closing Consideration Shares) and sign in Part C below and return a signed and completed copy to HealthPocket to affirm your acknowledgment and agreement to this Agreement and return a signed copy to [ ]. The cash portion of the Closing Option Consideration for each of the Shares set forth Options to which the undersigned is entitled to receive will be subject to applicable taxes and such payment(s) will be paid in the manner the undersigned selects in Part A below as directed in Part B below. Please deliver the share portion of the Closing Warrant Consideration for each of the Shares set forth in Part A below Options to which the undersigned is entitled to receive as directed in Part C B below in accordance with the Allocation Election made by the undersigned in Part C B below. Upon the release of the Escrow Amount (or any portion thereof), please deliver the such amounts will be paid to the Representative, who will then deliver to the undersigned the undersigned’s Proportionate Share of such released Escrow Amount for each of the Shares set forth Options in the manner the undersigned selects in Part A below as directed in Part B below(which payment will be subject to applicable taxes). The undersigned has had the opportunity to consult with the undersigned’s tax, financial, legal and other advisors regarding the Merger Agreement, the Lock-Up Agreement, the Paying Agent Agreement, the Escrow Agreement, this Letter of Transmittal and any related documents, and has not relied upon any statement by the CompanyHealthPocket, Parent HII or their respective affiliates or representatives as to such matters. This Letter of Transmittal Agreement shall remain in full force and effect notwithstanding the death or incapacity of one or more of the undersigned (if an individual), and this Letter of Transmittal Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If any provision of this Letter of Transmittal Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is agreed that the same shall endure except for the part declared invalid or unenforceable which shall instead be enforced to the maximum extent permitted under applicable law. PART A. METHOD OF CASH PAYMENT CHECK ONE OF THE FOLLOWING METHODS OF PAYMENT FOR EACH OF THE CASH PORTION OF THE CLOSING OPTION CONSIDERATION THE UNDERSIGNED IS ENTITLED TO RECEIVE AND THE UNDERSIGNED’S PROPORTIONATE SHARE OF THE ESCROW AMOUNT (IF ANY)

Decisions of Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of the undersigned and shall be final, binding and conclusive upon the undersigned. In the event that a decision, act, consent or instruction of the Representatives is not provided within thirty (30) days of Parent’s request for any decision, act, consent or instruction of the Representative, the matter at issue shall be finally determined, as soon as reasonably practicable, by approval of the holders of seventy percent (70%) of the economic interest represented by all of the Holders immediately prior to the Effective Time. Please deliver the cash portion of the Closing Warrant Consideration for each of the Shares set forth in Part A below Warrant as directed in Part B A below. Please deliver the share portion of the Closing Warrant Consideration for each of the Shares set forth in Part A below Warrant as directed in Part C B below in accordance with the Allocation Election made by the undersigned in Part C B below. Upon the release of the Escrow Amount (or any portion thereof), please deliver the such amounts to the Representative, who will then deliver to the undersigned the undersigned’s Proportionate Share of such released Escrow Amount for each of the Shares set forth in Part A below Warrant as directed in Part B A below. The undersigned has had the opportunity to consult with the undersigned’s tax, financial, legal and other advisors regarding the Merger Agreement, the Lock-Up Agreement, the Paying Agent Agreement, the Escrow Agreement, this Letter of Transmittal and any related documents, and has not relied upon any statement by the Company, Parent or their respective affiliates or representatives as to such matters. This Letter of Transmittal shall remain in full force and effect notwithstanding the death or incapacity of one or more of the undersigned (if an individual), and this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If any provision of this Letter of Transmittal is declared invalid or unenforceable by a court having competent jurisdiction, it is agreed that the same shall endure except for the part declared invalid or unenforceable which shall instead be enforced to the maximum extent permitted under applicable law.

Decisions of Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of the undersigned made by you and shall be final, binding and conclusive upon the undersignedyou. In the event that a decision, act, consent or instruction of the Representatives is not provided within thirty (30) days of ParentHII’s request for any decision, act, consent or instruction of the Representative, the matter at issue shall be finally determined, as soon as reasonably practicable, by approval of the holders of seventy percent (70%) of the economic interest represented by all of the Holders immediately prior to the Effective Time. If you have any questions concerning the cancellation of your vested Options, please contact [ ] at [ ]. Please deliver complete the Allocation Election in Part A below (and sign the Lock-Up Agreement attached as Annex A hereto if you elect to receive Closing Consideration Shares) and sign in Part B below and return a signed and completed copy to HealthPocket to affirm your acknowledgment and agreement to this Agreement and return a signed copy to [ ]. The cash portion of the Closing Option Consideration for each of the Shares set forth in Part A below as directed in Part B belowOptions to which the undersigned is entitled to receive will be subject to applicable taxes and such payment(s) will be paid through HealthPocket’s payroll system following the Merger. Please deliver the share portion of the Closing Warrant Consideration for each of the Shares set forth in Part A below Options to which the undersigned is entitled to receive as directed in Part C A below in accordance with the Allocation Election made by the undersigned in Part C A below. Upon the release of the Escrow Amount (or any portion thereof), please deliver the such amounts will be paid to the Representative, who will then deliver to the undersigned HealthPocket the undersigned’s Proportionate Share of such released Escrow Amount for each of the Shares set forth in Part A below as directed in Part B belowOptions be paid through HealthPocket’s payroll system (which payment will be subject to applicable taxes). The undersigned has had the opportunity to consult with the undersigned’s tax, financial, legal and other advisors regarding the Merger Agreement, the Lock-Up Agreement, the Paying Agent Agreement, the Escrow Agreement, this Letter of Transmittal and any related documents, and has not relied upon any statement by the CompanyHealthPocket, Parent HII or their respective affiliates or representatives as to such matters. This Letter of Transmittal Agreement shall remain in full force and effect notwithstanding the death or incapacity of one or more of the undersigned (if an individual), and this Letter of Transmittal Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If any provision of this Letter of Transmittal Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is agreed that the same shall endure except for the part declared invalid or unenforceable which shall instead be enforced to the maximum extent permitted under applicable law.