Common use of Equityholder Representative Clause in Contracts

Equityholder Representative. Within thirty (30) days following the Closing, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet.

Equityholder Representative. Within thirty (30a) days following the Closing, Company Securityholders who are entitled to a majority By virtue of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes approval of such calculation) the Merger and this Agreement, each Target Equityholder shall be deemed to have agreed to appoint a person or entity (the “Equityholder Representative”) to serve Xxxx X. Xxxxxxx as an its agent and attorney-in-fact fact, as the Equityholder Representative for and on behalf of the Target Equityholders. The Equityholder Representative is authorized to act for all Company Securityholders to take purposes under this Agreement and execute on behalf of each Target Equityholder any and all documents and agreements referred to herein upon the Closing. By way of example only, and without limitation, the Equityholder Representative is authorized, in his discretion, to give and receive notices and communications, to authorize payment to any Parent Indemnified Party from the Escrow Fund in satisfaction of claims by any Parent Indemnified Party, to object to such payments, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against the Escrow Fund and to take all other actions that are either (i) necessary or appropriate in the judgment of the Equityholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement and the Escrow Agreement. Such agency may be changed by the Target Equityholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Equityholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Equityholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Equityholder Representative, and the Equityholder Representative shall not receive any compensation for its services. Notices or permitted communications to or from the Equityholder Representative shall constitute notice to or from the Target Equityholders. (b) The Equityholder Representative shall not be taken liable for any act done or omitted hereunder as Equityholder Representative while acting in good faith and in the exercise of reasonable judgment. The Target Equityholders on whose behalf the Escrow Shares was contributed to the Escrow Fund shall indemnify the Equityholder Representative and hold the Equityholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Equityholder Representative and arising out of or in connection with the acceptance or administration of the Equityholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Equityholder Representative. A decision, act, consent or instruction of the Equityholder Representative hereundershall constitute a decision of the Target Equityholders and shall be final, binding and conclusive upon the Target Equityholders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Equityholder Representative as being the decision, act, consent or instruction of the Target Equityholders. The Escrow Agent and Parent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Equityholder Representative. (c) By virtue of the approval of the Merger and this Agreement, each Target Equityholder acknowledges and agrees that the Equityholder Representative may incur costs and expenses on behalf of the Target Equityholders in his capacity as Equityholder Representative. The Equityholder Representative shall be entitled to deal exclusively with payment or reimbursement of his expenses from Target Equityholders a Pro Rata Portion the Equityholder Representative on all matters relating to this Agreement Initial Consideration and any other related agreement. Parent shall be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Subsequent Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheetreceived.

Equityholder Representative. Within thirty (30a) days following the Closing, Company Securityholders who are entitled to By voting or executing a majority written consent in favor of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes adoption of such calculation) this Agreement and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, each Indemnifying Holder shall appoint a person or entity (be deemed to have consented to the “appointment of Fortis Advisors LLC as the Equityholder Representative”) to serve , as an agent and the attorney-in-fact and exclusive agent for and on behalf of all Company Securityholders each such Indemnifying Holder with respect to take the matters set forth in this Agreement, the Escrow Agreement and any related Equityholder Representative letter agreement, and the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled under this Agreement and the Escrow Agreement, including the exercise of the power to deal exclusively (i) authorize delivery to Purchaser of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Equityholder Representative on for the accomplishment of the foregoing and all matters relating to of the other terms, conditions and limitations of this Agreement and the Escrow Agreement, and each Indemnifying Holder waives any and all defenses that may be available to contest, negate or disaffirm any action of the Equityholder Representative taken in good faith under this Agreement or the Escrow Agreement. Accordingly, the Equityholder Representative has authority and power to act on behalf of each Indemnifying Holder with respect to the disposition, settlement or other handling of all Indemnification Claims and all rights or obligations arising under this Agreement or the Escrow Agreement. Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided in this Agreement, the Escrow Agreement and any related Equityholder Representative letter agreement. Parent shall The Indemnifying Holders will be entitled to rely, without any investigation or inquiry, upon bound by all actions taken by the Equityholder Representative as having been taken upon in connection with this Agreement or the due Escrow Agreement, and valid authority of each Purchaser shall be entitled to rely on any action or decision of the Company SecurityholdersEquityholder Representative. Any The powers, immunities and rights to indemnification granted hereunder to the members of the Representative Group (as defined below) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the applicable Indemnifying Holder and shall be binding on any successor thereto as if expressly confirmed and ratified in writing by such Indemnifying Holder and shall survive the delivery of an assignment by any Indemnifying Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Equityholder Representative will incur no Liability with respect to any action taken or suffered by the Equityholder Representative shall be conclusively deemed in good faith reliance upon any notice, direction, instruction, consent, statement or other document believed by the Equityholder Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the Equityholder Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Equityholder Representative may rely on the advice of counsel, and the Equityholder Representative will not be liable to the Indemnifying Holders for anything done, omitted or suffered in good faith by the Equityholder Representative based on such advice. The Person serving as the Equityholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Securityholders, Escrow Amount then on deposit with the Escrow Agent upon not less than ten (10) Business Days’ prior written notice to Purchaser and neither Parent, the Surviving Corporation nor any Escrow Agent. The immunities and rights to indemnification shall survive the resignation or removal of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between member of the Advisory Group (as defined below) and the Closing and/or any Company Securityholder termination of this Agreement and the Escrow Agreement. No bond shall be required of the Equityholder Representative. Parent may rely entirely Notices or communications to or from the Equityholder Representative shall constitute notice to or from each of the Indemnifying Holders. (b) Certain Indemnifying Holders have entered into a letter agreement with the Equityholder Representative to provide direction to the Equityholder Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (the “Advisory Group”). In performing the functions specified in such Equityholder Representative letter agreement, this Agreement and the Escrow Agreement, none of the Equityholder Representative, any member of the Advisory Group or their respective members, partners, managers, directors, officers, contractors, agents or employees (collectively, the “Representative Group”) shall be liable to any Indemnifying Holder in the absence of bad faith, gross negligence or willful misconduct on its dealings withthe part of such Person. Each Indemnifying Holder shall severally (based on such Indemnifying Holder’s Proportionate Share), and notices not jointly, indemnify and hold harmless each member of the Representative Group from and against any loss, Liability or expense incurred without bad faith, gross negligence or willful misconduct on the part of such Person and arising out of or in connection with the acceptance or administration of such Person’s duties under this Agreement, the Escrow Agreement or any Equityholder Representative letter agreement, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Equityholder Representative if not paid directly to the Equityholder Representative by the Indemnifying Holders or from the Expense Fund (the “Representative Expenses”). Such Representative Expenses may be recovered by the Equityholder Representative from the Escrow Amount otherwise distributable to the Indemnifying Holders following the Expiration Date, at the time of distribution, so long as the Equityholder Representative has delivered to the Escrow Agent prior to such time a certificate setting forth such Representative Expenses actually incurred, and fromsuch recovery will be made from the Indemnifying Holders according to their respective Proportionate Shares or, at the Equityholder Representative’s election, such expenses may be recovered from any Escrow Amounts otherwise distributable to the Indemnifying Holders. In the event there are unreimbursed Representative Expenses, such expenses may be recovered directly from the Indemnifying Holders based on their respective Proportionate Shares. The Indemnifying Holders acknowledge that the Equityholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. (c) Upon the Closing, Purchaser shall wire to the Equityholder Representative the Expense Fund. The Expense Fund shall be held by the Equityholder Representative as agent and for the benefit of the Indemnifying Holders in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Equityholder Representative for, any Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Equityholder Representative letter agreement. The Equityholder Representative shall hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Equityholder Representative is not providing any investment supervision, recommendations or advice. The Equityholder Representative shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its bad faith, gross negligence or willful misconduct. The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations hereunder. As soon as reasonably determined by the Equityholder Representative that the Expense Fund is no longer required to be withheld, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect shall distribute the remaining Expense Fund (if any) to the transactions contemplated hereby. Without limiting the foregoingEscrow Agent, delivery of any Contingent Shares and any other amounts Paying Agent or Purchaser, as applicable, in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent each case for further distribution to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetIndemnifying Holders.

Equityholder Representative. Within thirty (30) days following Seller Two is hereby irrevocably and unconditionally appointed as the Closing, Company Securityholders who are entitled to a majority representative of the Parent Common Stock issuable hereunder Equityholders (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (Seller in such capacity, the “Equityholder Representative”) ). Pursuant to serve as an agent and attorney-in-fact for and such appointment, the Equityholder Representative shall be authorized to act on behalf of the Equityholders to (a) make all Company Securityholders decisions permitted to be exercised by any Equityholder by the Escrow Agreement, including any decision relating to the distribution of any amount payable to Buyer or the Equityholders under this Agreement and the Escrow Agreement and the exculpation or release of the Escrow Agent, (b) give and receive all notices required to be given by or to an Equityholder or either of the Sellers under or delivered pursuant to this Agreement and the Escrow Agreement, (c) take any and all additional action as is contemplated to be taken by or on behalf of the Sellers or any other Equityholder by the terms of this Agreement or the Escrow Agreement, (d) administer the defense or settlement of any dispute regarding the Purchase Price adjustment pursuant to Section 2.07 or any other claim or dispute for and on behalf of the Equityholders under this Agreement or the Escrow Agreement, (e) amend, alter or waive any provision of this Agreement or the Escrow Agreement for and on behalf of the other Equityholders and (f) determine the allocation among the Equityholders of any amount payable to the Equityholders under this Agreement and the Escrow Agreement (provided that such determination shall be made in accordance with the Payment Allocation Schedule of the Company, the Company Option Plan and any other applicable Contract between the Company and any Equityholder, in each case as in effect as of immediately prior to the Closing). Buyer shall be entitled to rely upon, and shall be deemed to have relied upon, all actions required taken or permitted omitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating pursuant to this Agreement and any other related agreement. Parent shall Agreement, all of which actions or omissions will be entitled to rely, without any investigation or inquiry, upon all actions taken by the Equityholder Representative as having been taken legally binding upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetEquityholders.

Equityholder Representative. Within thirty (30a) days following By voting or executing the Closing, Company Securityholders who are entitled to a majority Written Consent in favor of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes adoption of such calculation) this Agreement and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, each Indemnifying Holder shall appoint a person or entity (be deemed to have consented to the “appointment of PIRINATE Consulting Group 2 LLC, as the Equityholder Representative”) to serve as an agent and , the attorney-in-fact and the exclusive agent for and on behalf of all Company Securityholders each such Indemnifying Holder with respect to take the matters set forth in this Agreement and the Escrow Agreement, and the taking by the Equityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Equityholder Representative hereunder. under this Agreement and the Escrow Agreement, including the exercise of the power to (i) authorize delivery to Parent shall be entitled of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to deal exclusively with Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Equityholder Representative on for the accomplishment of the foregoing and all matters relating to of the other terms, conditions and limitations of this Agreement and the Escrow Agreement, and each Indemnifying Holder waives any and all defenses that may be available to contest, negate or disaffirm any action of the Equityholder Representative taken in good faith under this Agreement or the Escrow Agreement. Accordingly, the Equityholder Representative has authority and power to act on behalf of each Indemnifying Holder with respect to the disposition, settlement or other related agreementhandling of all Indemnification Claims and all rights or obligations arising under this Agreement or the Escrow Agreement. Parent Notwithstanding the foregoing, the Equityholder Representative shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided in this Agreement and the Escrow Agreement. The Indemnifying Holders will be entitled to rely, without any investigation or inquiry, upon bound by all actions taken by the Equityholder Representative as having been taken upon in connection with this Agreement or the due Escrow Agreement, and valid authority of each Parent shall be entitled to rely on any action or decision of the Company SecurityholdersEquityholder Representative. Any The Equityholder Representative will incur no Liability with respect to any action taken or suffered by the Equityholder Representative in good faith reliance upon any notice, direction, instruction, consent, statement or other document believed by the Equityholder Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the Equityholder Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Equityholder Representative may rely on the advice of counsel, and the Equityholder Representative will not be liable to the Indemnifying Holders for anything done, omitted or suffered in good faith by the Equityholder Representative based on such advice. The Person serving as the Equityholder Representative hereunder may be replaced from time to time by the holders of a majority in interest of the Escrow Amount then on deposit with the Escrow Agent upon not less than ten (10) Business Days’ prior written notice to Parent and the Escrow Agent. The immunities and rights to indemnification shall survive the resignation or removal of Equityholder Representative and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be conclusively deemed to be the action required of the Company SecurityholdersEquityholder Representative. Notices or communications to or from the Equityholder Representative shall constitute notice to or from each of the Indemnifying Holders. (b) The Equityholder Representative may reasonably incur out-of-pocket costs and expenses and legal fees, and neither Parentshall be entitled to reasonable compensation, in connection with the Surviving Corporation nor exercise or performance of any of their respective affiliates its powers, rights, duties or privileges or administration of its duties under this Agreement and the Escrow Agreement (the “Representative Expenses”). Such Representative Expenses may be recovered by the Equityholder Representative from the Equityholder Representative Expense Fund or from the Escrow Amount otherwise distributable to the Indemnifying Holders following the Expiration Date, at the time of distribution, so long as the Equityholder Representative has delivered to the Escrow Agent prior to such time a certificate setting forth such Representative Expenses actually incurred, and such expenses may be recovered from any Escrow Amounts otherwise distributable to the Indemnifying Holders. The Indemnifying Holders acknowledge that the Equityholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. (c) Upon the Closing, Parent shall wire to the Equityholder Representative the Equityholder Representative Expense Fund pursuant to Section 2.8. The Equityholder Representative Expense Fund shall be held by the Equityholder Representative as agent and for the benefit of the Indemnifying Holders in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Equityholder Representative for, any Representative Expenses incurred pursuant to this Agreement or the Escrow Agreement. The Equityholder Representative shall hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Equityholder Representative is not providing any investment supervision, recommendations or advice. The Equityholder Representative shall have any no responsibility or liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any loss of their respective affiliates will have any liability or obligation arising out of the acts or omissions principal of the Equityholder Representative Expense Fund other than as a result of its bad faith, gross negligence or willful misconduct. The Equityholder Representative is not acting as a withholding agent or in any disputes between any Company Securityholder and similar capacity in connection with the Equityholder RepresentativeRepresentative Expense Fund and has no tax reporting or income distribution obligations hereunder. Parent may rely entirely on its dealings with, and notices As soon as reasonably determined by the Equityholder Representative that the Equityholder Representative Expense Fund is no longer required to and frombe withheld, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect shall distribute the remaining Equityholder Representative Expense Fund (if any) to the transactions contemplated hereby. Without limiting Escrow Agent, the foregoingExchange Agent or Parent, delivery of any Contingent Shares and any other amounts as applicable, in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent each case for further distribution to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetIndemnifying Holders.

Equityholder Representative. Within thirty (30a) days following Each Letter of Transmittal shall provide that SBF II Representative Corp. shall be the Closing, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact for each of the Equityholders (in such capacity, the “Equityholder Representative”) to act as the Equityholder Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section ‎10.1 and the Ancillary Documents, and each Letter of Transmittal shall provide that the Equityholder Representative shall be the agent and attorney-in-fact for each of the Equityholders as provided herein. In the event of the resignation of the Equityholder Representative, a successor Equityholder Representative, appointed by the resigning Equityholder Representative and reasonably satisfactory to Parent, shall thereafter be appointed by an instrument in writing signed by Parent and such successor Equityholder Representative. (b) The Equityholder Representative is hereby (and each Letter of Transmittal shall provide that the Equityholder Representative is) authorized and empowered to act for, and on behalf of, any or all of the Equityholders (with full power of substitution in the premises) in connection with (i) the purchase price adjustment set forth in Section ‎2.8, and (ii) such other matters as are reasonably necessary for the consummation of the Contemplated Transactions including (A) to receive or direct the receipt or distribution of all payments owing to the Equityholders under this Agreement, (B) to withhold any amounts received on behalf of the Equityholders in order to satisfy any actual or potential liabilities of the Equityholders under this Agreement, (C) to make any payments on behalf of the Equityholders and collect from the Equityholders (in accordance with each Equityholder’s Pro Rata Portion) any amounts paid in settlement of any claims under this Agreement, (D) to terminate, amend, waive any provision of, or abandon, this Agreement or any of the Ancillary Documents, (E) to act as the representative of the Equityholders to review and authorize all Company Securityholders claims and disputes or question the accuracy thereof, (F) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (G) to directly or indirectly distribute (or direct the distribution of) any payments to Equityholders as contemplated by this Agreement, (H) to take such further actions as are authorized in this Agreement or the Ancillary Documents, and (I) in general, do all things and perform all acts, including executing and delivering all agreements (including the Ancillary Documents), certificates, receipts, consents, elections, instructions and other documents contemplated by or deemed by the Equityholder Representative to be necessary or desirable in connection with this Agreement, the Ancillary Documents and the Contemplated Transactions, and (iii) any claim for indemnification pursuant to ARTICLE VIII. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Equityholder Representative as the duly appointed attorney-in-fact of each Equityholder. Notices given to the Equityholder Representative in accordance with the provisions of this Agreement shall constitute notice to the Equityholders for all purposes under this Agreement. The Equityholder Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Transmittal and the Ancillary Documents, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be read into this Agreement, the Letters of Transmittal, or the Ancillary Documents or shall otherwise exist against the Equityholder Representative. (c) The appointment of the Equityholder Representative is an agency coupled with an interest and is irrevocable and any action taken by the Equityholder Representative pursuant to the authority granted in this Section ‎10.1 shall be effective and absolutely binding on each Equityholder notwithstanding any contrary action of or direction from such Equityholder, except for actions required or permitted omissions of the Equityholder Representative constituting actual fraud, and the death or incapacity, or dissolution or other termination of existence, of any Equityholder shall not terminate the authority and agency of the Equityholder Representative, and each Letter of Transmittal shall provide for the foregoing. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Equityholder Representative may conclusively rely, without inquiry, upon any act of the Equityholder Representative as the act of the Equityholders. (d) The Equityholder Representative shall be (and each Letter of Transmittal shall provide that the Equityholder Representative shall be) released from, and indemnified against, any liability for any action taken or not taken by the Equityholder Representative in its capacity as such (including the expenses referred to in Section ‎10.1(e)), except to the extent that the Equityholder Representative is liable to any Equityholder for loss which such Equityholder actually suffers resulting from or arising out of actual fraud or willful misconduct on the part of the Equityholder Representative in carrying out its duties hereunder. The Equityholder Representative shall not be (and each Letter of Transmittal shall provide that the Equityholder Representative shall not be) liable to any Equityholder or to any other Person, with respect to any action taken or omitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with in its role as the Equityholder Representative under or in connection with this Agreement or any Ancillary Document, unless such action or omission results from or arises out of actual fraud or willful misconduct on all matters relating the part of the Equityholder Representative, and the Equityholder Representative shall not be liable to any Equityholder in the event that, in the exercise of its reasonable judgment, the Equityholder Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Equityholders. Parent and Merger Sub acknowledge and agree that the Equityholder Representative is party to this Agreement solely for purposes of serving as the “Equityholder Representative” and that any other related agreement. Parent covenant or agreement that requires performance by the “Parties” or a “Party” at or prior to the Closing shall not be entitled deemed to rely, without any investigation or inquiry, upon all actions taken require performance by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action unless performance by the Equityholder Representative is expressly provided for in such covenant or agreement. (e) The Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholdersreceive no compensation for service as such but shall receive reimbursement from, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and be indemnified from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to Expense Amount, by the transactions contemplated hereby. Without limiting the foregoingEquityholders, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relateeach Equityholder’s Pro Rata Portion, and Parent will have no liability for any act and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees (collectively, the “Equityholder Representative Expenses”), incurred by the Equityholder Representative in the performance or omission discharge of its duties set forth in this Section ‎10.1. If the amount of the Equityholder Representative Expense Amount is less than the Equityholder Representative Expenses, each Equityholder shall pay (and shall agree in its respective Letter of Transmittal to pay, or cause to be paid) to the Equityholder Representative an amount equal to the product of (i) such Equityholder’s Pro Rata Portion, multiplied by (ii) the difference between (A) the Equityholder Representative Expenses and (B) the Equityholder Representative Expense Amount. Promptly following the determination by the Equityholder Representative that all or any portion of the amount then remaining in the Equityholder Representative Expense Amount is no longer needed to pay any the Equityholder Representative Expenses, the Equityholder Representative shall disburse, or cause to be disbursed through the Paying Agent, the amount of such excess (the “Unused Equityholder Representative Expense Amount”) as follows: (i) to each Stockholder, with respect to each share of Common Stock, in each case outstanding immediately prior to the Effective Time held by such payments or Stockholder for which a Letter of Transmittal has been properly delivered to the Paying Agent, an amount equal to the Unused Equityholder Representative Expense Amount Per Share (which amounts may be deposited to the Exchange Fund for further distribution by the Paying Agent); (ii) to each holder of In-the-Cash Options, with respect to each share of Class B Common Stock underlying each of such Optionholder’s In-the-Cash Options (and for which a properly completed and duly executed Letter of Transmittal has been properly delivered to the Paying Agent), an amount equal to the Unused Equityholder Representative Expense Amount Per Share (which amount, for the avoidance of doubt, will be paid in cash and not in Topco Stock, and which payment shall be effected by way of payment to the Surviving Corporation or one of its Subsidiaries for payroll or other applicable payment processing by the Surviving Corporation or one of its Subsidiaries and distribution at the next administratively practicable payroll date to each such Optionholder); and (iii) to each holder of In-the-Stock Options, with respect to each share of Class B Common Stock underlying each such In-the-Stock Option (and for which a properly completed and duly executed Letter of Transmittal has been properly delivered to the Paying Agent), a fraction of a share of Class B Topco Stock (and not cash) having a value equal to the Unused Equityholder Representative Expense Amount Per Share; provided that to the extent that after the delivery of such shares of Topco Stock to the holders of In-the-Stock Options pursuant to this Section ‎10.1(e)(iii) such Optionholder would have received, in respect of one (1) In-the-Stock Option, more than one (1) share of Topco Stock, the provisions of this Section ‎10.1(e)(iii) shall be revised in accordance with Section ‎10.1(f). (f) Notwithstanding anything to the contrary in Section ‎10.1(e), if any Option that was an In-the-Stock Option at the Closing becomes a Subsequent In-the-Cash Option as a result of the distribution of the Unused Equityholder Representative Expense Amount, then (x) the provisions of Section ‎10.1(e) (and all applicable related definitions in this Agreement) shall be revised, and (y) all calculations set forth made in connection with Section ‎10.1(e) shall be adjusted to take into account the effect of the additional In-the-Cash Options. Section ‎10.1(e) shall be applied with the effect that each Subsequent In-the-Cash Option shall be entitled to receive the appropriate portion of the Aggregate Merger Cash Consideration Spreadsheet or any updated Merger Consideration SpreadsheetPer Share (as recalculated pursuant to this Section ‎10.1(f) taking into account the Unused Equityholder Representative Expense Amount Per Share, if any) that is in excess of the per share exercise price of such Subsequent In-the-Cash Option, it being understood that, applying this Section ‎10.1(f) and after taking into account amounts previously received by Stockholders and holders of In-the-Cash Options and In-the-Stock Options, the payment of the Adjustment Escrow Release Amount Per Share, if any, may be different for different Equityholders.

Equityholder Representative. Within thirty (30a) days following By their execution of this Agreement, a Joinder Agreement and/or an Option Exercise Agreement, the ClosingParticipating Sellers hereby irrevocably (subject only to Section 1.5(e)) appoint the Equityholder Representative as the representative, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact and agent of the Participating Sellers in connection with the transactions contemplated by this Agreement, the Option Exercise Agreement, the Paying Agent Agreement and the Escrow Agreement or in any other agreement, document, instrument or certificate contemplated hereby or thereby (collectively, the “Transaction Documents”) and in any litigation or arbitration involving any Transaction Document. In connection therewith, the Equityholder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Equityholder Representative shall deem necessary or appropriate, and shall have the power and authority to: (i) act for some or all of the Participating Sellers with regard to all matters pertaining to any Transaction Document; (ii) act for some or all of the Participating Sellers to transact matters of litigation and arbitration with regard to all matters pertaining to any Transaction Document; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Equityholder Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Transaction Documents, including delivering any update to or correction, amendment or modification of the Closing Date Allocation Schedule permitted by Section 1.8(a); (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing, on behalf of the Participating Sellers, any further act or deed that the Equityholder Representative deems necessary or appropriate in the Equityholder Representative’s discretion relating to the subject matter of any Transaction Document, in each case as fully and completely as any Participating Seller could do if personally present; (vi) give and receive all Company Securityholders notices required to take be given or received by the Equityholder Representative or any Participating Seller under any Transaction Document; (vii) give any written direction to the Escrow Agent on behalf of the Equityholder Representative or any Participating Seller; (viii) agree to, negotiate and/or comply with the determination of the Final Closing Adjustment Statement, the Final Closing Adjustment Items and the Final Closing Adjustment pursuant to Section 1.6; (ix) agree to, negotiate, enter into settlements and compromises and/or comply with any Order with respect to claims for indemnification made by the Buyer under Article VIII; and (x) receive service of process in connection with any claims under any Transaction Document. (b) All decisions and actions of the Equityholder Representative on behalf of the Participating Sellers (or any of them) shall be binding upon all Participating Sellers, and no Participating Seller shall have the right to object, dissent, protest or otherwise contest the same. (c) At the Closing, the Buyer shall deliver the Equityholder Representative Expense Amount to the Escrow Agent, which Equityholder Representative Expense Amount shall be maintained by the Escrow Agent in accordance with the Escrow Agreement. The Equityholder Representative shall not be paid any fee for services to be rendered hereunder but shall be reimbursed for reasonable out-of-pocket expenses incurred in the performance of the Equityholder Representative’s duties (including the reasonable fees and expenses of counsel) under this Agreement from the Equityholder Representative Expense Amount and, if the remaining Equityholder Representative Expense Amount is insufficient to pay such expenses, from the first proceeds from any Future Payments otherwise available for distribution to any Participating Seller. In no event shall the Buyer (or any of their respective Affiliates) be obligated to reimburse the Equityholder Representative for any such expenses. Upon the determination of the Equityholder Representative that retaining any portion of the Equityholder Representative Expense Amount is no longer necessary, the Equityholder Representative shall direct the Escrow Agent to pay the then remaining portion of the Equityholder Representative Expense Amount to the Participating Sellers, allocated among the Participating Sellers in accordance with the Closing Date Allocation Schedule (any such payment, a “Equityholder Representative Account Payment”). (d) The Equityholder Representative shall act for the Participating Sellers on all of the matters set forth in any Transaction Document in the manner the Equityholder Representative believes to be in the collective best interest of the Participating Sellers. The Equityholder Representative is authorized to act on behalf of the Participating Sellers notwithstanding any dispute or disagreement among any of them. In taking any action as Equityholder Representative, the Equityholder Representative may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any Person whom the Equityholder Representative reasonably believes to be authorized thereunto. The Equityholder Representative may, in all questions arising hereunder, rely on the advice of counsel, and the Equityholder Representative shall not be liable to any Participating Seller for anything done, omitted or suffered in good faith by the Equityholder Representative based on such advice. The Equityholder Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Equityholder Representative. The Equityholder Representative shall not have any liability to any of the Participating Sellers for any act done or omitted hereunder as Equityholder Representative while acting in good faith. The Equityholder Representative shall be indemnified by the Participating Sellers from and against any loss, liability or expense incurred in good faith on the part of the Equityholder Representative and arising out of or in connection with the acceptance or administration of the Equityholder Representative’s duties hereunder. Any such claim for indemnification shall be satisfied first from any then available portion of the remaining Equityholder Representative Expense Amount and, if such amount is insufficient to satisfy any such loss, liability or expense, from the first proceeds from any Future Payments otherwise available for distribution to any Participating Seller or by a claim against the Participating Sellers. (e) In the event the Equityholder Representative becomes unable to perform the Equityholder Representative’s responsibilities hereunder or resigns from such position, the Participating Sellers (acting by a written instrument signed by Participating Sellers who held, as of immediately prior to the Closing, a majority of the Purchased Interests) shall select another representative to fill the vacancy of the Equityholder Representative, and such substituted representative shall be deemed to be the Equityholder Representative for all purposes of this Agreement, and such appointment shall be binding on all Participating Sellers. The Equityholder Representative may be removed only upon delivery of written notice to the Buyer signed by Participating Sellers who, as of immediately prior to the Closing, held a majority of the Purchased Interests; provided that no such removal shall be effective until such time as a successor Equityholder Representative shall have been validly appointed hereunder. The Equityholder Representative shall provide the Buyer prompt written notice of any replacement of the Equityholder Representative, including the identity and address of the new Equityholder Representative. Upon any replacement of the Equityholder Representative, the Equityholder Representative being replaced shall transfer to the new Equityholder Representative the balance of any unexpended Equityholder Representative Expense Amount. (f) For all purposes of this Agreement: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Equityholder Representative as to the settlement of any disputes or claims between the Buyer and the Participating Sellers under the Transaction Documents, or any other actions required or permitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with the Equityholder Representative on all matters relating to this Agreement and any other related agreement. Parent shall be entitled to rely, without any investigation hereunder or inquiry, upon all actions taken by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholdersthereunder, and neither Parent, the Surviving Corporation nor any of their respective affiliates no Participating Seller shall have any liability or responsibility to any Company Securityholder cause of action against the Buyer for any action taken by the Buyer in reliance thereon. Neither Parent, upon the Surviving Corporation nor any of their respective affiliates will have any liability instructions or obligation arising out of the acts or omissions decisions of the Equityholder Representative Representative; (ii) the provisions of this Section 1.5 are independent and severable, are irrevocable (subject only to Section 1.5(e)) and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any disputes between any Company Securityholder and the Equityholder Representative. Parent Participating Seller may rely entirely on its dealings with, and notices to and from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or in connection with respect to the transactions contemplated hereby. Without limiting by this Agreement; and (iii) the foregoingprovisions of this Section 1.5 shall be binding upon the executors, delivery heirs, legal representatives, personal representatives, successor trustees and successors of any Contingent Shares each Participating Seller, and any other amounts references in accordance with this Agreement to a Participating Seller shall mean and include the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent successors to the Securityholders with respect rights of such Participating Seller hereunder, whether pursuant to such payments testamentary disposition, the Laws of descent and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act distribution or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheetotherwise.

Equityholder Representative. Within thirty (30a) days following the Closing, Company Securityholders who are entitled to a majority Upon requisite approval of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Stockholder Approval, RedPath Equityholder Representative”) , LLC is hereby appointed to serve as an Equityholder Representative, including as the agent and attorney-in-fact of each Equityholder, with full power of substitution and authority to act (including by executing, delivering and filing documents, agreements and instruments) in the name of, for, and on behalf of such Equityholders with respect to all matters arising in connection with this Agreement and the Transactions, including the receipt and distribution of all the consideration that such Equityholders are entitled to receive pursuant to the terms and conditions of this Agreement, and to act on behalf of each such Equityholder in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Equityholder Representative shall deem necessary or appropriate in conjunction with any of the Transactions, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Equityholders to consummate the Transactions; (ii) to take all action necessary or desirable for and on behalf of all Company Securityholders the Equityholders in connection with this Agreement and to take any and all actions required action expressly contemplated, permitted or permitted reserved to be taken by the Equityholder Representative hereunder. Parent shall be entitled under this Agreement; (iii) to deal exclusively with object to, negotiate, assume and control the defense of, and settle, claims for indemnification made against the Equityholders pursuant to Article VIII; (iv) to deliver Merger Consideration received from or on behalf of PDI or Parent, allocated among the Equityholders pursuant to, and in accordance with, the terms and conditions of this Agreement; (v) to take all actions necessary or appropriate in the judgment of the Equityholder Representative to enforce (including by seeking legal or equitable remedies against PDI, Parent, Merger Sub or the Surviving Corporation by or on behalf of the Equityholders) this Agreement, the obligations of PDI, Parent, Merger Sub or the Surviving Corporation hereunder and thereunder; (vi) to make, prosecute, negotiate and settle claims for indemnification for and on behalf of the Equityholders against PDI, Parent, Merger Sub or the Surviving Corporation pursuant to this Agreement; (vii) to negotiate, execute and deliver all matters relating 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 by this Agreement (it being understood that such Equityholder shall execute and deliver any such documents which the Equityholder Representative agrees to execute); (viii) to negotiate, execute and deliver any amendment or amendments to this Agreement; (ix) to terminate this Agreement if the Equityholders are entitled to do so; (x) to give and receive all notices and communications to be given or received under this Agreement and any other related agreement. Parent shall be entitled to relyreceive , without any investigation or inquiry, upon including service of process in connection with arbitration; (xi) to take all actions which under this Agreement may be taken by the Equityholders and to do or refrain from doing any further act or deed on behalf of the Equityholders which the Equityholder Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as having been taken upon fully and completely as such Equityholder could do if personally present; and (xii) to take all actions necessary or appropriate in the due and valid authority of each judgment of the Company Securityholders. Any action Equityholder Representative for the accomplishment of the foregoing clauses (i) – (xi). (b) If RedPath Equityholder Representative, LLC becomes unwilling or unable to serve as Equityholder Representative, such other Person or Persons as may be designated by RedPath Equityholder Representative, LLC shall succeed as the Equityholder Representative. (c) All decisions and actions by the Equityholder Representative shall be conclusively binding upon all of the Equityholders and no such Equityholder shall have the right to object to, dissent from, protest or otherwise contest the same. (d) Each Equityholder that accepts payment of any consideration in respect of the Merger as contemplated herein shall be deemed by such acceptance of payment to have agreed to be the action bound by, as if a signatory hereto. (e) The Equityholder Representative shall receive no compensation for services under this Agreement. The fees, costs and expenses of the Company SecurityholdersEquityholder Representative incurred following the Effective Time, including any fees and expenses incurred by it in connection with the retention of any legal counsel, experts (including expert witnesses), consultants and other representatives engaged by it whether involving a claim for indemnification or otherwise, shall be the sole responsibility of the Equityholders on a pro-rata basis. Prior to any Future Payment being made, the Equityholder Representative shall be entitled to direct Parent to remit to the Equityholder Representative, from fees and expenses otherwise payable to the Equityholders pursuant to such Future Payment, an amount equal to any fees and expenses incurred by the Equityholder Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement and such amount shall be remitted to the Equityholder Representative together with payment of the balance of the Future Payment when due under the terms of this Agreement. (f) Equityholder Representative shall not be liable to any Equityholder or Surviving Corporation for any act done or omitted under this Agreement in its capacity as the Equityholder Representative while acting in good faith, and neither any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Equityholder Representative shall be indemnified and held harmless from any and all Losses incurred by the Equityholder Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement, provided that the Equityholder Representative has performed such duties without gross negligence or bad faith on its part, and provided further that no Equityholder shall be personally liable for any such indemnification of the Equityholder Representative. (g) Any notice or communication delivered by PDI, Parent, Merger Sub or the Surviving Corporation nor to the Equityholder Representative shall, as between PDI, Parent, Merger Sub and the Surviving Corporation, on the one hand, and the Equityholders, on the other hand, be deemed to have been delivered to all Equityholders. Parent, Merger Sub and the Surviving Corporation shall be entitled to rely exclusively upon any of their respective affiliates communication or writings given or executed by the Equityholder Representative in connection with any matters hereunder and shall have not be liable in any liability or responsibility to any Company Securityholder manner whatsoever for any action taken or not taken in reliance thereonupon the actions taken or not taken or communications or writings given or executed by the Equityholder Representative. Neither PDI, Parent, Merger Sub and the Surviving Corporation nor shall be entitled to disregard any notices or communications given or made by the Equityholders in connection with any claims for indemnity unless given or made through the Equityholder Representative. (h) The power of their respective affiliates will have attorney granted in this Section 10.2 and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any liability act of any Equityholder or obligation arising out by operation of Law. Each Equityholder hereby confirms each and every action to be taken by the Equityholder Representative pursuant to this power of attorney as if it were its own and waives any right to make any claim against the Equityholder Representative that may arise, directly or indirectly, as a result of the acts or omissions Equityholder Representative’s actions by virtue of this power of attorney. (i) Each Equityholder who votes in favor of the adoptions of the Transactions pursuant to the terms of this Agreement, by such vote and without any further action, and each Equityholder who receives any Merger Consideration in connection with the Transactions, by acceptance thereof and without any further action, confirms such appointment and authority of the Equityholder Representative as described herein. (j) Each Equityholder acknowledges and agrees that the Equityholder Representative has not represented and will not represent the Equityholders, or any disputes between any Company Securityholder of them, in the negotiation or execution of this Agreement. Each Equityholder represents and warrants to the Equityholder Representative that he has been advised to consult with his own legal, tax and financial advisors, and that he is not relying upon advice from the Equityholder Representative. Parent may rely entirely on The duties of the Equityholder Representative are limited to those specifically described in this Agreement. (k) In performance of its dealings with, and notices to and fromduties, the Equityholder Representative shall be entitled to satisfy rely upon the Company Schedules, and upon the representations and warranties made by the Company, as correct and complete. The Equityholder Representative may rely upon as correct the information supplied to him by the Company or Parent, and its or their respective professional advisers (such as attorneys and accountants). In determining the ownership percentages and the amounts due to each Equityholder, the Equityholder Representative may rely upon Schedule 4.4(a) of the Company Schedules, as it exists as of the time of Closing. Each Equityholder shall be responsible for informing the Equityholder Representative of his/her correct address and for notifying the Equityholder Representative in writing of any obligations Parent might have change of address or contact information. (l) The Equityholder Representative may create an escrow account of up to Six Hundred Thousand Dollars ($600,000) (the “Equityholder Representative Fund”), to be used to fund expenses of the Equityholder Representative in carrying out its duties as Equityholder Representative, including, without limitation, fees and expenses of attorneys, accountants, investment advisors, brokers, market makers and other professionals or providers of service that are engaged, consulted or hired by the Equityholder Representative in connection with the performance of its duties hereunder. The Equityholder Representative Fund shall be funded with proceeds of the Initial Merger Consideration and the Equityholder Representative may use the Equityholder Representative Fund as provided in this Article X to fulfill its duties as the Equityholder Representative. The Equityholder Representative shall release and pay any Company Securityholder under this Agreement or any other related agreement or with respect funds remaining in the Equityholder Representative Fund to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts Equityholders in accordance with the Merger Contingent Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any Agreement within thirty (30) days after all duties and obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any under this Agreement, the Contingent Consideration Agreement has been satisfied in full, in the reasonable discretion of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetEquityholder Representative.

Equityholder Representative. Within thirty (30a) days following By executing this Agreement, each Seller hereby appoints Mxxx Xxxxxxxx as the ClosingEquityholder Representative under and pursuant to the terms of this Agreement. The Equityholder Representative shall not be compensated for his services as the Equityholder Representative; provided, Company Securityholders who are however, that the Equityholder Representative shall be entitled to a majority of reimbursement from the Parent Common Stock issuable hereunder (excluding any Contingent Shares Sellers for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent all fees, costs and attorney-in-fact for and behalf of all Company Securityholders to take any and all actions required or permitted to be taken expenses incurred by the Equityholder Representative hereunderin discharging the duties hereunder in accordance with Section 12.1(f). Parent shall be entitled The Equityholder Representative is hereby vested with the full power, authority, duty and responsibility to deal exclusively with represent the interests of the Sellers as set forth in this Agreement, and the Equityholder Representative shall be authorized to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement, the Escrow Agreement, and any other Transaction Document, (ii) serve as the named party with respect to any claims hereunder on all matters relating to behalf of each of the Sellers, (iii) grant any consent or approval on behalf of the Sellers under this Agreement and any Transaction Document and make all other elections or decisions contemplated by this Agreement and any Transaction Document, (iv) defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, claims against a Seller, (v) defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, or any claims or disputes related agreementto this Agreement on behalf of a Seller, (vi) give and receive on behalf of the Sellers any and all notices from or to any Seller pursuant to this Agreement or any Transaction Document and (vii) amend, modify or supplement this Agreement and any Transaction Document, in each such Seller's name, place and stead, as if such Seller had personally done such act, and the Equityholder Representative hereby accept such appointment. Parent shall be entitled to rely, without any investigation or inquiry, upon all All actions taken by the Equityholder Representative as having been taken shall be binding upon the due Sellers, their successors, heirs, Representatives and valid authority of assigns as if expressly confirmed and ratified in writing by each of them. In discharging the Company Securityholdersduties and responsibilities of the Equityholder Representative hereunder, the Equityholder Representative shall have all rights and powers necessary and incident to the proper discharge thereof, including the right and power to engage and pay for professional or other services. Any action The death, incapacity, insolvency or bankruptcy of any Sellers shall not terminate such appointment or the authority and agency of the Equityholder Representative. The power-of-attorney granted in this Section is coupled with an interest and is irrevocable. (b) Neither the Equityholder Representative nor any agent employed by the Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholders, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility liable to any Company Securityholder for any action taken in reliance thereon. Neither Parent, Seller relating to the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions performance of the Equityholder Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Equityholder Representative constituted Fraud or were taken or not taken in bad faith. The Equityholder Representative shall be indemnified and held harmless by the Sellers against all losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which the Equityholder Representative is made a party by reason of the fact that the Equityholder Representative was acting as the Equityholder Representative pursuant to this Agreement; provided, however, that the Equityholder Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Equityholder Representative constituted actual Fraud or were taken or not taken in bad faith. The Equityholder Representative shall be protected in acting upon any notice, statement or certificate believed by the Equityholder Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. Neither the Equityholder Representative nor any agent employed by the Equityholder Representative shall be liable to any Buyer Party or any disputes between Affiliate of any Company Securityholder Buyer Party solely relating to the performance of Equityholder Representative’s duties pursuant to this Agreement. (c) All reasonable fees and expenses (including attorneys’ fees and other professional fees) incurred by the Equityholder Representative in connection with the performance of his duties under this Agreement and the Escrow Agreement shall be reimbursed by CFC IPA and/or the AHMS Equityholders based on their Pro Rata Portion, as applicable. In the event the Equityholder Representative. Parent may rely entirely on its dealings with, and notices Representative is entitled to and fromreimbursement, the Equityholder Representative shall first make a written demand for such fees and expenses upon CFC IPA and/or the AHMS Equityholders based on their Pro Rata Portion, as applicable. In the event the Equityholder Representative is not reimbursed by the applicable Sellers within fifteen (15) Business Days of such demand, the Equityholder Representative may pay such fees and expenses by deducting the full amount of such fees and expenses from the Escrow Account otherwise payable to satisfy such Sellers upon termination of the Escrow Account or, prior to termination, from any obligations Parent might interest earned on the applicable Escrow Amount. (d) Any advanced amounts (including amounts in the Equityholder Representative Fund) not expended by the Equityholder Representative on any fees or expenses incurred by the Equityholder Representative pursuant to this Agreement or otherwise on the Sellers’ behalf shall be released to CFC IPA and/or the AHMS Equityholders based on their Pro Rata Portion thereof, as applicable, following final resolution of any indemnification claims or other proceedings relating to this Agreement. (e) On the date which is eighteen (18) months following the Closing Date, the Equityholder Representative shall release to CFC IPA all of the then-remaining IPA Representative Fund and release to the AHMS Equityholders, in accordance with their Pro Rata Portions, all of the then-remaining AHMS Representative Fund; provided, however, that to the extent there remains any outstanding pending indemnification claims or other proceedings relating to this Agreement, the Equityholder Representative shall have the right to continue to hold any Company Securityholder amount remaining in the IPA Representative Fund or the Equityholder Representative Fund, as applicable, until the Equityholder Representative determines in his sole discretion to release such remaining amount to CFC IPA or the AHMS Equityholders, in accordance with their Pro Rata Portions, as applicable. (f) The Equityholder Representative shall be each Seller’s agent for service of process in connection with any dispute or claim arising under this Agreement or any other related agreement or with respect Transaction Document. (g) The service by the Equityholder Representative shall be without compensation. (h) As the Representative of the Sellers, the Equityholder Representative shall act as the agent for all such Persons, shall have authority to the transactions contemplated hereby. Without limiting the foregoing, delivery of any Contingent Shares and any other amounts bind each such Person in accordance with this Agreement, and the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations Buyer Parties may rely on such appointment and authority until the receipt of Parent notice of the appointment of a successor upon thirty (30) days’ prior written notice to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relate, and Parent will have no liability for any act or omission of the Equityholder Representative with respect to such payments or with respect to any of the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetBuyer Parties.

Equityholder Representative. Within thirty (30a) days following SBF Representative II Corp., a Delaware corporation, shall be the Closing, Company Securityholders who are entitled to a majority of the Parent Common Stock issuable hereunder (excluding any Contingent Shares for purposes of such calculation) shall appoint a person or entity (the “Equityholder Representative”) to serve as an agent and attorney-in-fact for each of the Equityholders (in such capacity, the “Equityholder Representative”) to act as the Equityholder Representative under this Agreement and the Ancillary Documents in accordance with the terms of this Section 9.1 and the Ancillary Documents, and each Letter of Transmittal shall provide that the Equityholder Representative shall be the agent and attorney-in-fact for each of the Equityholders as provided herein. In the event of the resignation of the Equityholder Representative, a successor Equityholder Representative, appointed by the resigning Equityholder Representative and reasonably satisfactory to Parent, shall thereafter be appointed by an instrument in writing signed by Parent and such successor Equityholder Representative. If for any reason there is no Equityholder Representative at any time, all references herein or in any other agreement or instrument contemplated hereby to the Equityholder Representative in which the Equityholder Representative is authorized to act on behalf of the Equityholders shall be deemed to refer to the Equityholders holding a majority of the outstanding shares of Common Stock and Preferred Stock as of such time (or, if after the Closing, as of immediately prior to the Effective Time), taken as a whole. (b) The Equityholder Representative is hereby (and each Letter of Transmittal shall provide that the Equityholder Representative is) authorized and empowered to act for, and on behalf of, any or all Company Securityholders of the Equityholders (with full power of substitution in the premises) in connection with (i) the purchase price adjustment set forth in Section 2.8 and (ii) such other matters as are reasonably necessary for the consummation of the Contemplated Transactions including (1) to receive or direct the receipt or distribution of all payments owing to the Equityholders under this Agreement, (2) to withhold any amounts received on behalf of the Equityholders in order to satisfy any actual or potential liabilities of the Equityholders under this Agreement, (3) to make any payments on behalf of the Equityholders and collect from the Equityholders (in accordance with each Equityholder’s Pro Rata Portion) any amounts paid in settlement of any claims under this Agreement, (4) to terminate, amend, waive any provision of or abandon this Agreement or any of the Ancillary Documents, (5) to act as the representative of the Equityholders to review and authorize all claims and disputes or question the accuracy thereof, (6) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (7) to distribute or direct the distribution of any payments to Equityholders as contemplated by this Agreement, (8) to take such further actions as are authorized in this Agreement or the Ancillary Documents and (9) in general, do all things and perform all acts, including executing and delivering all agreements (including the Ancillary Documents), certificates, receipts, consents, elections, instructions and other documents contemplated by or deemed by the Equityholder Representative to be necessary or desirable in connection with this Agreement, the Ancillary Documents and the Contemplated Transactions. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Equityholder Representative as the duly appointed attorney-in-fact of each Equityholder. Any payment by Parent to the Equityholder Representative under this Agreement shall be considered a payment by Parent to the Equityholders and Parent shall have no liability for any claim by any Equityholder that it did not receive the portion of such payment that such Equityholder was entitled to under this Agreement or otherwise. Notices given to the Equityholder Representative in accordance with the provisions of this Agreement shall constitute notice to the Equityholders for all purposes under this Agreement. The Equityholder Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement and all the Letters of Transmittal, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be read into this Agreement, the Letters of Transmittal or shall otherwise exist against the Equityholder Representative. (c) The appointment of the Equityholder Representative is an agency coupled with an interest and is irrevocable and any action taken by the Equityholder Representative pursuant to the authority granted in this Section 9.1 shall be effective and absolutely binding on each Equityholder notwithstanding any contrary action of or direction from such Equityholder, except for actions required or permitted omissions of the Equityholder Representative constituting Fraud, and the death or incapacity, or dissolution or other termination of existence, of any Equityholder shall not terminate the authority and agency of the Equityholder Representative, and each Letter of Transmittal shall provide for the foregoing. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Equityholder Representative may conclusively rely, without inquiry, upon any act of the Equityholder Representative as the act of the Equityholders, and Parent and Merger Sub shall have no liability to any Equityholder or any other Person for any actions taken or omitted to be taken in accordance with or in reliance upon such action or decision of the Equityholder Representative. (d) The Equityholder Representative shall be (and each Letter of Transmittal shall provide that the Equityholder Representative shall be) released by the Equityholders from, and indemnified by the Equityholders against, any liability for any action taken or not taken by the Equityholder Representative in its capacity as such (including the expenses referred to in Section 9.1(e)), except to the extent that the Equityholder Representative is liable to any Equityholder for loss which such Equityholder actually suffers resulting from or arising out of Fraud or willful misconduct on the part of the Equityholder Representative in carrying out its duties hereunder. The Equityholder Representative shall not be (and each Letter of Transmittal shall provide that the Equityholder Representative shall not be) liable to any Equityholder, with respect to any action taken or omitted to be taken by the Equityholder Representative hereunder. Parent shall be entitled to deal exclusively with in its role as the Equityholder Representative under or in connection with this Agreement or any Ancillary Document, unless such action or omission results from or arises out of Fraud or willful misconduct on all matters relating the part of the Equityholder Representative, and the Equityholder Representative shall not be liable to any Equityholder in the event that, in the exercise of its reasonable judgment, the Equityholder Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Equityholders. Parent and Merger Sub acknowledge and agree that the Equityholder Representative is party to this Agreement solely for purposes of serving as the “Equityholder Representative” and any other related agreement. Parent that no claim shall be entitled brought by or on behalf of Parent or Merger Sub against the Equityholder Representative for any obligations of the Company or the Equityholders with respect to relythis Agreement, without any investigation Ancillary Document or inquiry, upon all actions taken the Contemplated Transactions (it being understood that any covenant or agreement that requires performance by the “Parties” or a “Party” at or prior to the Closing shall not be deemed to require performance by the Equityholder Representative as having been taken upon the due and valid authority of each of the Company Securityholders. Any action unless performance by the Equityholder Representative is expressly provided for in such covenant or agreement). (e) The Equityholder Representative shall be conclusively deemed to be the action of the Company Securityholdersreceive no compensation for service as such but shall receive reimbursement from, and neither Parent, the Surviving Corporation nor any of their respective affiliates shall have any liability or responsibility to any Company Securityholder for any action taken in reliance thereon. Neither Parent, the Surviving Corporation nor any of their respective affiliates will have any liability or obligation arising out of the acts or omissions of the Equityholder Representative or any disputes between any Company Securityholder and the Equityholder Representative. Parent may rely entirely on its dealings with, and notices to and be indemnified from, the Equityholder Representative to satisfy any obligations Parent might have to any Company Securityholder under this Agreement or any other related agreement or with respect to Expense Amount, by the transactions contemplated hereby. Without limiting the foregoingEquityholders, delivery of any Contingent Shares and any other amounts in accordance with the Merger Consideration Spreadsheet or any updated Merger Consideration Spreadsheet will extinguish any obligations of Parent to the Securityholders with respect to such payments and the Post-Closing Parent Shares to which they may relateeach Equityholder’s Pro Rata Portion, and Parent will have no liability for any act and all expenses, charges and liabilities, including reasonable attorneys’ fees (collectively, the “Equityholder Representative Expenses”), incurred by the Equityholder Representative in the performance or omission discharge of its duties set forth in this Section 9.1. If the amount of the Equityholder Representative Expense Amount is less than the Equityholder Representative Expenses, each Equityholder shall pay (and shall agree in its respective Letter of Transmittal to pay or cause to be paid) to the Equityholder Representative an amount equal to the product of (i) such Equityholder’s Pro Rata Portion times (ii) the difference between (1) the Equityholder Representative Expenses and (2) the Equityholder Representative Expense Amount. Promptly following the determination by the Equityholder Representative that all or any portion of the amount then remaining in the Equityholder Representative Expense Amount is no longer needed to pay any the Equityholder Representative Expenses (the amount of such excess, the “Unused Equityholder Representative Expense Amount”) the Equityholder Representative shall pay or cause to be paid, via the Paying Agent (and Parent will reasonably cooperate with the Equityholder Representative in connection therewith) (A) to each Stockholder, with respect to each share of Common Stock, in each case outstanding immediately prior to the Effective Time held by such payments or Stockholder for which a Letter of Transmittal has been properly delivered, an amount equal to the Unused Equityholder Representative Expense Amount Per Share and (B) to each Optionholder, with respect to any each share of Common Stock underlying each of such Optionholder’s Options, an amount equal to the calculations set forth in the Merger Consideration Spreadsheet or any updated Merger Consideration SpreadsheetUnused Equityholder Representative Expense Amount Per Share.