Common use of Equityholders’ Representative Clause in Contracts

Equityholders’ Representative. (a) At the Closing, without further act of any Company Stockholder or Equity Award Holder, the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Persons, to give and receive notices and communications, to retain and appoint advisors and to assert, 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 all claims and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At The Equityholders, by the Closing, approval and adoption of this Agreement and without any further act action of any Company Stockholder of the Equityholders or Equity Award Holderthe Company, hereby appoint the Equityholders’ Representative shall be appointed as agent and attorney-in-attorney in fact for the Company and each Company Stockholder Equityholder, and Equity Award Holderauthorize the Equityholders’ Representative (i) to take all action necessary to consummate the Merger and the other transactions contemplated by this Agreement and the Escrow Agreement, or the defense and/or settlement of any claims for and on behalf of such Personswhich the Equityholders may be required to indemnify Parent or any other Indemnified Party pursuant to Article VIII, (ii) to give and receive all notices required to be given to the Equityholders’ Representative under this Agreement, the Escrow Agreement or the Stockholder Related Agreements, (iii) to review, negotiate and communicationsauthorize delivery to Parent of the General Escrow Property and the Designated Escrow Property in satisfaction of claims by Parent and set off of Milestone Payments pursuant to Section 8.6, (iv) object to retain and appoint advisors and such claims pursuant to assertthis Agreement, (v) consent or agree to, negotiate, enter into into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating to all claims and disputes under this Agreement and any other Transaction Agreement, to negotiate or the transactions contemplated by this Agreement, by arbitration, settlement or otherwise, and execute take or forego any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions permitted or required of any Equityholder or necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Equityholders and (vii) to make decisions on behalf of the Equityholders and take any and all additional action as is contemplated to be taken by or on behalf of the Equityholders by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims, Notices of Third-Party Claims and Notices of Direct Claims and (B) amendments to this Agreement, the Escrow Agreement or the Stockholder Related Agreements (other than the Non-Competition Agreements), provided that the Equityholders’ Representative shall not be authorized to (1) receive notice of, or take action on behalf of the applicable Indemnifying Party in the event that recourse is being sought hereunder directly from such Indemnifying Party, (2) agree to make any Indemnifying Party directly liable for any Losses in respect of a claim for indemnification that is being sought hereunder directly from such Indemnifying Party or (3) treat any of the Equityholders in a manner that is different or disproportionate from one another (the “Limits on Authority”). Notwithstanding the foregoing, the Equityholders’ Representative shall have no obligation to act on behalf of the Equityholders, except as expressly provided herein and in the Escrow Agreement, the Engagement Agreement, and for purposes of clarity, there are no obligations of the Equityholders’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Company Stockholder Approval willPerson serving as the Equityholders’ Representative may be removed or replaced from time to time, to or if such Person resigns from its position as the maximum extent permitted under Applicable Law (including DGCL § 251(b))Equityholders’ Representative, constitute knowing and irrevocable ratification and approval of such appointment then a successor may be appointed, by the holders of a majority in interest of the outstanding Class A Common Shares aggregate value of property then held in the General Escrow Fund upon not less than thirty (30) days’ prior written notice to Parent. The immunities and Series A Preferred Shares, voting together as a single class, and authorization rights to indemnification shall survive the resignation or removal of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at or any time upon written notice to Parent, member of the Advisory Group and the Company Stockholders Closing and/or any termination of this Agreement and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investmentsthe Escrow Agreement. (b) Subject to the Limits on Authority, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders all decisions and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated actions taken by the Equityholders’ Representative in accordance with this Article IX, including without limitation (i) agreements between the Equityholders’ Representative and Parent relating to the defense or settlement of claims for which the Equityholders may be required to indemnify Parent pursuant to Article VIII and (ii) agreements between the Equityholders’ Representative and Parent relating to the Escrow Agreement or the determination of Parent’s payment obligations under Section 1.5 or Section 1.13 or any other matter relating to Article I, shall survive be binding upon all of the deathEquityholders and each such Equityholder’s successors as if expressly confirmed and ratified in writing by such Equityholder, incapacityand no Equityholder shall have the right to object, illnessdissent, bankruptcy, dissolution, protest or other inability to act of each Company Stockholder or Equity Award Holderotherwise contest the same. (bc) Certain Equityholders have entered into an engagement agreement (the “Engagement Agreement”) with the Equityholders’ Representative to provide direction to the Equityholders’ Representative in connection with its services under this Agreement, the Escrow Agreement and the Engagement Agreement (such Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Equityholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Equityholders’ Representative Group”) shall have any liability or obligation to any of its Representatives shall be liable the parties to this Agreement or to the Equityholders for any act done or omitted hereunder pursuant to this Agreement, the Escrow Agreement or the Engagement Agreement as the Equityholders’ Representative while acting in good faith faith, without gross negligence or willful misconduct, and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders Equityholders shall severally and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder not jointly indemnify and Equity Award Holder, indemnify defend the Equityholders’ Representative Group and hold the Equityholders’ Representative Group harmless against any damage, loss, liability cost, liability, fees or expense expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers, judgments, fines or amounts paid in settlement) incurred without bad faith on the part of by the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunderunder this Agreement, including the fees Escrow Agreement and expenses the Engagement Agreement (collectively, the “Representative Losses”), in each case as such Representative Loss is suffered or incurred, provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence, willful misconduct or bad faith of the Equityholders’ Representative, the Equityholders’ Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, willful misconduct or bad faith. If not paid directly to the Equityholders’ Representative by the Equityholders, any legal counsel retained such Representative Losses may be recovered by the Equityholders’ RepresentativeRepresentative first from the Expense Fund, and second, from any distribution of the General Escrow Fund, Designated Escrow Fund or Milestone Payment otherwise distributable to the Equityholders at the time of distribution; provided, that while this section allows the Equityholders’ Representative to be paid from the Expense Fund, General Escrow Fund, Designated Escrow Fund or Milestone Payment, as the case may be, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Equityholders’ Representative from seeking any remedies available to it at law or otherwise. The Company Stockholders and Equity Award Holders Equityholders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closingpursuant to this Agreement, the resignation or removal of the Equityholders’ Representative Escrow Agreement or the termination of this Agreement. (c) A decisiontransactions contemplated hereby or thereby. Furthermore, act, consent or instruction of the Equityholders’ Representative shall constitute a decisionnot be required to take any action unless the Equityholders’ Representative has been provided with funds, actsecurity or indemnities which, consent or instruction of all Company Stockholders in its determination, are sufficient to protect the Equityholders’ Representative against the costs, expenses and Equity Award Holders, with respect liabilities which may be incurred by the Equityholders’ Representative in performing such actions. (d) Subject to the matters set out Limits on Authority, the Equityholders’ Representative shall have full power and authority on behalf of each Equityholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Equityholders under this Agreement, the Escrow Agreement and the Stockholder Related Agreements (other than the Non-Competition Agreements). (e) The Equityholders, by approval and adoption of this Agreement, agree, in addition to the foregoing, and solely to the extent consistent with Section 10.04(a9.1(a), that: (i) and Parent shall be final, binding entitled to rely conclusively on the instructions and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction decisions of the Equityholders’ Representative as being to (A) the decisionsettlement of any claims for indemnification by Parent pursuant to Article VIII, act(B) actions taken in respect of indemnification claims, consent Direct Claims, Third-Party Claims and Notices of Claims, and (C) any other actions required or permitted to be taken by the Equityholders’ Representative under this Agreement, the Escrow Agreement and any Stockholder Related Agreement (other than the Non-Competition Agreements), and no Equityholder shall have any cause of action against Parent for any action taken by Parent in reliance upon the instructions or decisions of the Equityholders’ Representative; (ii) all actions, decisions and instructions of the Equityholders’ Representative taken in accordance with this Article IX shall be conclusive and binding upon the Company and all of the Equityholders and no Equityholder shall have any cause of action against the Equityholders’ Representative for any action taken, decision made or instruction given by the Equityholders’ Representative under this Agreement or the Escrow Agreement except for fraud, gross negligence, willful misconduct or bad faith by the Equityholders’ Representative in connection with the matters described in this Article IX; (iii) the provisions of this Article IX are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Equityholder may have in connection with the transactions contemplated by this Agreement, the Escrow Agreement and the Stockholder Related Agreements; and (iv) the provisions of this Article IX and all actions taken by the Equityholders’ Representative under this Agreement, the Escrow Agreement or the Engagement Agreement shall be binding upon the executors, heirs, legal Representatives, personal Representatives, successor trustees and successors of each Equityholder as if expressly confirmed and every Company Stockholder ratified in writing by such Equityholder, and Equity Award Holderany reference in this Agreement or the Escrow Agreement to an Equityholder or the Equityholders shall mean and include the successors to the rights of the Equityholders under this Agreement, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (df) The Company Stockholders powers, immunities and Equity Award Holders acknowledge rights to indemnification granted to the Equityholders’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Equityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in the General Escrow Fund. (g) The Equityholders’ Representative shall be entitled to: (i) rely upon the Closing Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party. (h) The Expense Fund will be used for the purposes of (i) paying directly or reimbursing the Equityholders’ Representative for any third-party expenses pursuant to this Agreement, the Escrow Agreement, the Engagement Agreement and any agreement ancillary hereto and (ii) as otherwise determined by the Advisory Group. The Equityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Equityholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholders’ Representative is not providing any investment supervision, recommendations or adviceadvice and will not be liable for any loss of principal of the Expense Fund other than as a result of its negligence, willful misconduct or bad faith. The relationship created herein Equityholders’ Representative will 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 Equityholders’ Representative is not to be construed acting as a joint venture withholding agent or in any form of partnership between similar capacity in connection with the Expense Fund, and has no tax reporting or among income distribution obligations. As promptly as reasonably practicable (and in any event within three (3) Business Days) following the reasonable determination by the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative Expense Fund is party no longer required to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement ofwithheld, the Equityholders’ Representative unless performance by shall deliver, or cause to be delivered, the amount remaining in the Expense Fund to the Paying Agent, for further distribution to the Equityholders in accordance with the allocations provided in Section 1.13(b), provided, that Parent shall reasonably cooperate with the Equityholders’ Representative is expressly provided for in such covenant or to facilitate the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect payment of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration such payment that is payable hereunder, accepts to Company Optionholders who are current or former employees and agrees subject to be bound by the provisions set forth in this Section 10.04Tax withholding through Parent’s or its Affiliate’s payroll system.

Equityholders’ Representative. (a) At the Closing, without further act of any Company Stockholder or Equity Award Holder, Shareholder Representative Services LLC shall be constituted and appointed as the Equityholders’ Representative. The Equityholders’ Representative shall be appointed as the representative, agent and attorney-in-fact for each Company Stockholder and Equity Award Holderon behalf of the Selling Securityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including to: (i) execute, as the Equityholders’ Representative, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of such Personsany Selling Securityholder, to give or from Purchaser (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and receive notices any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Selling Securityholder individually), (iii) review, negotiate and communicationsagree to and authorize Purchaser to reclaim an amount of cash from the Holdback Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to retain and appoint advisors and such claims) pursuant to assertthis Article IX, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all claims actions permitted or required of any Selling Securityholder or necessary in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing and disputes under all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Selling Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and any other Transaction Agreement, to negotiate and execute any waivers or amendments conditions of this Agreement providing rights or any benefits to the Selling Securityholders (other Transaction Agreement than with respect to the payment and issuance of the Total Consideration payable or issuable pursuant to Section 1.5(a) and Section 1.5(c) less the Holdback Amount) in accordance with the terms hereof and in the manner provided herein, (viii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance and (ix) utilize the Expense Fund in connection with any of the foregoing. Purchaser and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Equityholders’ Representative and treat such Equityholders’ Representative as the duly appointed attorney-in-fact of each Selling Securityholder and as having the duties, power and authority provided for in this Section 9.7. The Company Stockholder Approval willSelling Securityholders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Article IX, and Purchaser and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the maximum extent permitted under Applicable Law (including DGCL § 251(b))Equityholders’ Representative. The Person serving as the Equityholders’ Representative may be removed or replaced from time to time, constitute knowing and irrevocable ratification and approval of or if such appointment Person resigns from its position as the Equityholders’ Representative, then a successor may be appointed, by the holders of a majority in interest of the outstanding Class A Common Shares and Series A Preferred Sharesaggregate amount of cash then held in the Holdback Fund (or, voting together as in the event that there is no cash then held in the Holdback Fund by the Selling Securityholders collectively having a single class, and authorization of the EquityholdersPro Rata Share greater than 50%) upon not less than 30 days’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon prior written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to ParentPurchaser. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the The Equityholders’ Representative nor any of its Representatives shall not be liable to any Selling Securityholder for any act done or omitted hereunder as the Equityholders’ Representative while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct provided, that notwithstanding the definition of “willful misconduct” set forth in Exhibit B, the term “willful misconduct” as used in each instance in this Section 9.7 (and in Section 1.6(c)) shall not have the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders meaning given to it in Exhibit B, but instead shall severally, on a pro rata basis in accordance with have the percentage meaning given such term under the applicable laws of the State of Delaware without reference to the definition in Exhibit B. The Selling Securityholders shall severally (based on each Selling Securityholder’s Pro Rata Share compared to the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, of the Pro Rata Shares of all Selling Securityholders) but not jointly indemnify the Equityholders’ Representative and hold the Equityholders’ Representative it harmless against any lossand all losses, liability or liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense incurred without bad faith on of document location, duplication and shipment) (collectively, “Representative Losses”) in an amount not to exceed the part portion of the Equityholders’ Representative and Total Consideration actually paid to each such Selling Securityholder arising out of or in connection with the acceptance Equityholders’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or administration incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Equityholders’ Representative’s duties hereunder, including the fees and expenses Equityholders’ Representative will reimburse the Selling Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Equityholders’ Representative by the Selling Securityholders, any legal counsel retained such Representative Losses may be recovered by the Equityholders’ Representative. The Company Stockholders Representative from (i) the funds in the Expense Fund, (ii) the amounts in the Holdback Fund at such time as remaining amounts would otherwise be distributable to the Selling Securityholders, and Equity Award Holders acknowledge (iii) from any other future amounts that become payable to the Selling Securityholders under the terms of this Agreement at such time as any such amounts would otherwise be distributable to the Selling Securityholders; provided, that while this section allows the Equityholders’ Representative shall to be paid from the aforementioned sources of funds, this does not be required relieve the Selling Securityholders from their obligation to expend promptly pay such Representative Losses as they are suffered or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powersincurred, rights, duties or privileges or administration of its duties as nor does it prevent the Equityholders’ Representative hereunderfrom seeking any remedies available to it at law or otherwise. In no event will the Equityholders’ Representative be required to advance its own funds on behalf of the Selling Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Selling Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Equityholders’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A After the Closing, any notice or communication given or received by, and any decision, actaction, consent failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Equityholders’ Representative that is within the scope of the Equityholders’ Representative Representative’s authority under Section 9.7(a) shall constitute a notice or communication to or by, or a decision, actaction, consent failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) Selling Securityholders and shall be final, binding and conclusive upon each Company Stockholder such Selling Securityholder; and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, actaction, consent failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Selling Securityholder. Purchaser, the Company and the Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award HolderRepresentative. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By the Closingexecution and delivery of this Agreement, without further act of any Company Stockholder each Equityholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxxxxxx as his or Equity Award Holder, the Equityholders’ Representative shall be appointed as her true and lawful agent and attorney-in-fact for each Company Stockholder (the “Equityholders’ Representative”), with full power of substitution to act in such Equityholder’s name, place and Equity Award Holderstead with respect to all transactions contemplated by and all terms and provisions of this Agreement, for and to act on such Equityholder’s behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Equityholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power: (i) to waive any condition to the obligations of such Equityholder to consummate the transactions contemplated by this Agreement; (ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such PersonsEquityholder which the Equityholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to do or refrain from doing any further act or deed on behalf of such Equityholder which the Equityholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, as fully and completely as such Equityholder could do if personally present; (iv) to give and receive notices and communicationscommunications (including to Xxxx.xxx and the Escrow Agent); (v) to authorize payment to Xxxx.xxx from the Escrow Account in satisfaction of claims by Xxxx.xxx in accordance with the terms of the Escrow Agreement and this Agreement; (vi) to object to such payments, to retain and appoint advisors and agree to assert, 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 all claims and disputes under this Agreement and any other Transaction Agreement, such claims; and (vii) to negotiate and execute any waivers or amendments of amend this Agreement or any other Transaction the Escrow Agreement and to take all actions necessary or appropriate in the judgment on behalf of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parenttime, and provided that it reasonably cooperates with the Company Stockholders and Equity Award Holders shall appoint Equityholders for the appointment of a replacement successor Equityholders’ Representative by approval representative. (b) The appointment of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is be deemed coupled with an interest and is shall be irrevocable, and Xxxx.xxx, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Equityholders’ Representative on behalf of the Equityholders in all matters referred to herein. All notices delivered by Xxxx.xxx or the Company (following the Closing) to the Equityholders’ Representative (whether pursuant hereto or otherwise) for the benefit of the Equityholders shall constitute notice to the Equityholders. The Equityholders’ Representative shall act for the Equityholders on all of the matters set forth in this Agreement. (c) All actions, decisions and instructions of the Equityholders’ Representative taken, made or given pursuant to the authority granted to the Equityholders’ Representative pursuant to this Section 1.6 shall be delegated conclusive and binding upon each Equityholder, and no Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (d) The provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Equityholders to the Equityholders’ Representative and shall survive be binding upon the deathexecutors, incapacityheirs, illnesslegal representatives, bankruptcy, dissolution, or other inability to act successors and assigns of each Company Stockholder or Equity Award Holdersuch Equityholder. (be) Neither Notwithstanding any provision to the Equityholders’ Representative nor contrary in this Section 1.6 or any other section of its Representatives shall be liable for any act done or omitted hereunder this Agreement, either Equityholder can terminate the appointment and agency relationship of Xxxxxxx Xxxxxxxxx as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the power and authority granted to such Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on hereunder upon written notice to Xxxx.xxx and the part other Equityholder; provided that the termination of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that Xxxxxxx Xxxxxxxxx as the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder effective for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to under this Agreement solely for purposes of serving unless and until such time as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders have appointed a replacement Equityholders’ Representative and provided notice of the appointment of such replacement to Xxxx.xxx and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as such replacement Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holderhas delivered to Xxxx.xxx a counterpart signature page hereto pursuant to which such replacement Equityholders’ Representative confirms his, by her or its acceptance of a portion of the consideration payable hereunder, accepts and agrees agreement to be subject to and bound by all of the provisions set forth in this Section 10.04Agreement that were applicable to Xxxxxxx Xxxxxxxxx in his capacity as the Equityholders’ Representative immediately prior to the effectiveness of such replacement.

Equityholders’ Representative. (a) At By virtue of their adoption of this Agreement and their approval of the Closingprincipal terms of the Merger, without further effective only upon the Effective Time, the Company Stockholders have approved Xxxxxxx X. Xxxxxxx (such person and any successor or successors being the “Equityholders’ Representative”) to act as the initial representative of any Company Stockholder or Equity Award Holderthe Equityholders, and the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and authorized to act on behalf of such Persons, to give and receive notices and communications, to retain and appoint advisors the Equityholders and to asserttake any and all actions required or permitted to be taken by the Equityholders’ Representative under this Agreement, agree toincluding with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to Article X and with respect to any actions to be taken by the Equityholders’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize a payment of the Escrow Fund to a Parent Indemnified Party, (ii) negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to all any claims for indemnification and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to (iii) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing). In all matters relating to Article X, the Equityholders’ Representative shall be the only party entitled to assert the rights of the Company Stockholders, and the Equityholders’ Representative shall perform all of the obligations of the Company Stockholders hereunder. The Company Stockholder Approval willParent Indemnified Parties shall be entitled to rely on all statements, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing representations and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization decisions of the Equityholders’ Representative. The Equityholders’ Representative shall not be entitled to serve in such capacityamend this Agreement or take any actions relating to this Agreement prior to the Effective Time. The Equityholders’ Representative may resign from such position at any time upon not less than twenty (20) business days’ prior written notice to Parent, Parent and the Company Stockholders and Equity Award Holders shall appoint Equityholders. The Equityholders who are entitled to receive a replacement majority-in-interest of the Escrow Fund may remove the Equityholders’ Representative by approval of BCC Enven Investments, L.P. on from time to time upon not less than twenty (20) business days’ prior written notice to Parent. No bond shall be required Any vacancy in the position of the Equityholders’ Representative may be filled by the approval of the holders of the Equityholders who are entitled to receive a majority-in-interest of the Escrow Fund. Any successor Equityholders’ Representative shall acknowledge in writing to Parent his, her or its acceptance of his, her or its appointment and obligations as Equityholders’ Representative. Notices or communications to or from If following the removal of the Equityholders’ Representative a successor Equityholders’ Representative has not been appointed within thirty (30) business days from a request by Parent, Parent shall constitute notice have the right to or from each of the Company Stockholders and Equity Award Holders. appoint an Equityholders’ Representative to fill any vacancy. (b) The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may Equityholders shall be delegated bound by all actions taken by the Equityholders’ Representative in his, her or its capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Equityholders’ Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Equityholders of any action taken on behalf of them by the Equityholders’ Representative pursuant to the authority delegated to the Equityholders’ Representative under this Section 11.01. The Equityholders’ Representative shall survive at all times act in his, her or its capacity as Equityholders’ Representative in a manner that the death, incapacity, illness, bankruptcy, dissolution, or other inability Equityholders’ Representative believes to act be in the best interest of each Company Stockholder or Equity Award Holder. (b) the Equityholders. Neither the Equityholders’ Representative nor any of its Representatives directors, officers, agents or employees, if any, shall be liable to any person for any act done error of judgment, or any action taken, suffered or omitted hereunder as to be taken under the Transaction Documents, except in the case of his, her or its gross negligence, bad faith or willful misconduct. The Equityholders’ Representative while acting in good faith may consult with legal counsel, independent public accountants and other experts selected by him, her or it. The Equityholders’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Transaction Documents. As to any matters not expressly provided for in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severallyTransaction Documents, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative shall not exercise any discretion or take any action. (c) The Equityholders’ Representative acknowledges and hold agrees that all information, documents and records disclosed by Parent or the Surviving Corporation pursuant to Section 6.07 or Section 2.04 (collectively, the “Confidential Information”) to the Equityholders’ Representative, Observer or Independent Accounting Firm is confidential and proprietary to Parent and/or the Surviving Corporation, as applicable. The Equityholders’ Representative shall not, and shall use its reasonable efforts to cause the Observer and Independent Accounting Firm not to, use any such Confidential Information for any purpose other than as expressly contemplated pursuant hereto. The Equityholders’ Representative shall not, and shall use its reasonable efforts to cause the Observer and Independent Accounting Firm not to, disclose or provide any such Confidential Information to any third person or party and to take all reasonably necessary measures to prevent any such disclosure. (d) At the Closing, Parent shall deposit with the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on an initial amount equal to $100,000 (the part of “Reserve Account”) and the Equityholders’ Representative and arising out of or shall be entitled to apply such amounts held in connection with the acceptance or administration Reserve Account against all of the Equityholders’ Representative’s and Observer’s fees, costs and expenses as expressly set forth herein. The Equityholders’ Representative shall have the right to deposit additional amounts into the Reserve Account from any Merger Consideration received by the Equityholders’ Representative for distribution to the Equityholders and to apply such additional amounts held in the Reserve Account against any additional fees, costs and expenses as expressly set forth herein incurred by the Equityholders’ Representative and the Observer. The Equityholders’ Representative shall have the right to recover (i) normal and customary fees for services rendered by the Equityholders’ Representative (which, in the case of the initial Equityholders’ Representative, shall be $2,000 per month during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, $1,500 per month during the period beginning on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date and $1,000 per month thereafter) and all reasonable out-of-pocket costs and expenses incurred by the Equityholders’ Representative in connection with the performance of his, her or its duties hereunderunder this Agreement and the Transaction Documents and (ii) all fees and expenses due and payable to the Observer pursuant to Section 6.07(c) hereof, from either the Escrow Fund immediately prior to the distribution of any amounts in the Escrow Fund to the Equityholders, to the extent such amounts are available for distribution, the Reserve Account or from any Merger Consideration received by the Equityholders’ Representative for distribution to the Equityholders. The Equityholders’ Representative may also seek advances from the Equityholders for the reasonable out-of-pocket costs and expenses that the Equityholders’ Representative anticipates incurring on behalf of the Equityholders in connection with any Third Party Action or otherwise. Each Equityholder shall, severally and not jointly, hold harmless and reimburse the Equityholders’ Representative from and against such Equityholders’ ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Equityholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Equityholders’ Representative under the Transaction Documents, other than such liabilities, losses, damages, claims, costs or expenses (including the reasonable fees and expenses of any legal counsel retained by the Equityholders’ Representative) arising out of or resulting from the Equityholders’ Representative’s gross negligence, bad faith or willful misconduct; provided, however, that no such Equityholder shall be liable in excess of such Equityholder’s pro rata portion of the aggregate Merger Consideration. The Company Stockholders Equityholders’ Representative and Equity Award Holders acknowledge that Observer shall have the right to withdraw funds from the Reserve Account to recover any fees and reasonable expenses incurred in connection with their respective duties under this Agreement. In the event there are any remaining funds in the Escrow Account to be distributed to Equityholders immediately prior to the final distribution from the Escrow Account pursuant to the Escrow Agreement, the Equityholders’ Representative and the Observer shall be entitled to recover any fees and reasonable out-of-pocket expenses incurred by the Equityholders’ Representative and the Observer in connection with the performance of their respective duties under this Agreement and the Transaction Documents from the Escrow Account prior to the distribution of funds to the Equityholders. In addition, the Equityholders’ Representative shall be entitled to offset against any Merger Consideration received by the Equityholders’ Representative the amount of any such fees and expenses not recovered in the manner provided above. Upon the expiration of the Earn Out Period, any remaining funds in the Reserve Account shall be distributed by the Equityholders’ Representative to the Equityholders in accordance with Schedule 2.01(d). (e) Notwithstanding anything to the contrary herein or in the Escrow Agreement, the Equityholders’ Representative is not authorized to, and shall not, accept on behalf of any Equityholder any Merger Consideration to which such Equityholder is entitled under this Agreement and the Equityholders’ Representative shall not be required in any manner exercise, or seek to expend or risk its own funds or otherwise incur exercise, any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, voting power whatsoever with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction shares of capital stock of the Equityholders’ Representative as being the decision, act, consent Company now or instruction hereafter owned of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing record or beneficially by any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative Equityholder unless performance by the Equityholders’ Representative is expressly provided for authorized to do so in a writing signed by such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunderStockholder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By the Closingadoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, and without further act action of any Company Stockholder or Equity Award HolderEquityholder, each Equityholder shall be deemed to have irrevocably constituted, approved and appointed Shareholder Representative Services LLC (which, by execution of this Agreement, hereby accepts such appointment) as the Equityholders’ Representative shall be appointed as of Closing for all purposes in connection with this Agreement and any related agreements, including to act as the sole agent and attorney-in-in- fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Personsthe Equityholders (in their capacity as such), with full power of substitution, to give take all actions on behalf of the Equityholders in connection with this Agreement, including to execute and deliver on behalf of the Equityholders any amendment, consent or waiver under this Agreement and the other Transaction Documents, to assert, and to agree to resolution of, all claims and disputes hereunder or thereunder, including under Section 2.09 and Article 9 hereof, to retain legal counsel and other professional services, at the expense of the Equityholders, in connection with the performance by the Equityholders’ Representative of this Agreement and the other Transaction Documents, to execute and deliver on the Equityholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, to make and receive notices and communications, other communications pursuant to retain and appoint advisors and to assert, 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 all claims and disputes under this Agreement and any the other Transaction AgreementDocuments and service of process in any Action arising out of or related to this Agreement and the other Transaction Documents, to negotiate and execute negotiate, settle or compromise any waivers Action arising out of or amendments of related to this Agreement or any the other Transaction Agreement Documents or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim for indemnification pursuant to Article 9, and to take do each and every act and exercise all actions rights that are either (x) necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoingforegoing or (y) mandated or permitted by the terms of this Agreement or the other Transaction Documents. The Company Stockholder Approval will, Equityholders’ Representative shall use reasonable efforts to keep the maximum extent permitted under Applicable Law Advisory Committee (including DGCL § 251(b)), constitute knowing as defined in that certain engagement agreement by and irrevocable ratification among Equityholders’ Representative and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization certain Equityholders) reasonably informed with respect to actions of the Equityholders’ Representative pursuant to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice the authority granted to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice under this Agreement which actions have a material impact on the amounts payable to or from each the Equityholders. For the avoidance of doubt, none of the Company Stockholders and Equity Award Holders. The power provisions of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable10.01 shall serve to authorize, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, appoint or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of empower the Equityholders’ Representative as being the decision, act, consent representative or instruction exclusive agent of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative Equityholders with respect to this Agreement the Support Agreements (or the transactions contemplated herebywith respect to any rights, obligations or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees actions to be bound by the provisions set forth in this Section 10.04taken thereunder).

Equityholders’ Representative. (a) At By the Closingexecution and delivery of this Agreement, without further act of any Company Stockholder or Equity Award Holderincluding counterparts hereof, each Seller hereby irrevocably constitutes and appoints Xxxx XxXxxxxx as the Equityholders’ Representative shall be appointed as true and lawful agent and attorney-in-fact for each Company Stockholder (the “Equityholders’ Representative”) of such Seller with full powers of substitution to act in the name, place and Equity Award Holder, for and stead of such Seller with respect to the performance on behalf of such PersonsSeller under the terms and provisions of this Agreement and the Escrow Agreement, as the same may be from time to give and receive notices and communicationstime amended, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements do or refrain from doing all such further acts and compromises ofthings, and demand arbitration to execute all such documents on such Seller’s behalf, as the Equityholders’ Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Escrow Agreement, including: (i) to receive all payments (A) made by Purchaser to such Seller under this Agreement and comply with orders (B) required to be made to such Seller upon release of courts and awards the funds held in the Indemnification Escrow Account; (ii) to agree upon or compromise any matter related to the calculation of arbitrators any adjustments to the Initial Purchase Price pursuant to Section 2.3 or otherwise or to other payments to be made; (iii) to act for such Seller with respect to all claims and disputes under indemnification matters referred to in this Agreement and any other Transaction the Escrow Agreement, including the right to negotiate and execute compromise on behalf of such Seller any waivers indemnification claim made by or amendments against such Seller; (iv) to act for such Seller with respect to all post-Closing matters; (v) to terminate, amend, or waive any provision of this Agreement and the Escrow Agreement in accordance with Section 12.6 and Section 12.7 hereof, as applicable (and Section 12 of the Escrow Agreement); (vi) to employ and obtain the advice of legal counsel, accountants and other professional advisors as the Equityholders’ Representative, in his, her or its sole discretion, deems necessary or advisable in the performance of his, her or its duties as the Equityholders’ Representative and to rely on their advice and counsel; (vii) to incur and pay out of the Initial Purchase Price and/or any subsequent payments due to such Seller (including, without limitation, out of payments due to such Seller upon release of the funds held in the Indemnification Escrow Account) (1) expenses in connection with the transactions contemplated by this Agreement and the Escrow Agreement, including fees of brokers, attorneys and accountants, and any other Transaction Agreement fees and expenses allocable or in any way relating to take all actions such transactions or (2) any indemnification claim made by any of the Purchaser Indemnified Parties or by the Equityholders’ Representative pursuant to this Agreement, whether such expenses, fees or indemnification claims are incurred prior or subsequent to Closing; (viii) to retain a portion of the Initial Purchase Price and/or any subsequent payments due to such Seller as a reserve against the payment of expenses incurred in his capacity as Equityholders’ Representative; and (ix) to do or refrain from doing any further act or deed on behalf of such Seller which the Equityholders’ Representative deems necessary or appropriate in his sole discretion relating to the judgment subject matter of this Agreement and the Escrow Agreement (including amending or waiving any term or provision hereof or thereof) as fully and completely as any of such Seller could do if personally present and acting. (b) The appointment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing shall be deemed coupled with an interest and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single classshall be irrevocable, and authorization any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Equityholders’ Representative as the acts of the Sellers in all matters referred to serve in this Agreement and the Escrow Agreement. Each of the Sellers hereby ratifies and confirms all that the Equityholders’ Representative shall do or cause to be done by virtue of the appointment of the Equityholders’ Representative as Equityholders’ Representative of such capacitySeller. The Equityholders’ Representative shall act for the Sellers on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Equityholders’ Representative believes to be in the best interest of the Sellers, but the Equityholders’ Representative shall not be responsible to any such Seller for any loss or damage any such Seller may suffer by reason of the performance by the Equityholders’ Representative of his duties under this Agreement and the Escrow Agreement, other than loss or damage arising from willful misconduct in the performance of such duties. In no event shall the Equityholders’ Representative be liable hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. The Equityholders’ Representative shall be fully protected against the Sellers in relying upon any written notice, demand, certificate or document that he in good faith believes to be genuine, including facsimiles or copies thereof. (c) Each Seller hereby expressly acknowledges and agrees that the Equityholders’ Representative is authorized to act on behalf of such Seller notwithstanding any dispute or disagreement among the Sellers, and that any Person shall be entitled to rely on any and all action taken by the Equityholders’ Representative under this Agreement without liability to, or obligation to inquire of, any of the Sellers. The Equityholders’ Representative may be removed from time to time by the Sellers that held at least a majority of the Equity Interests immediately prior to the Closing, and the Equityholders’ Representative may resign from such position at any time upon by giving written notice to Parent, the Sellers and the Company Stockholders and Equity Award Holders shall appoint a replacement Purchaser. If the Equityholders’ Representative is so removed, dies, becomes disabled, resigns or otherwise is unable to fulfill his responsibilities as agent of the Sellers, or there is a vacancy in the position of the Equityholders’ Representative, then the Sellers that held a majority of the Equity Interests immediately prior to the Closing shall, within ten (10) Business Days after such removal, death, disability, resignation or other cause of such vacancy, appoint a successor representative reasonably satisfactory to Purchaser. Any successor shall become the Equityholders’ Representative for purposes of the Escrow Agreement and this Agreement, and each successor Equityholders’ Representative shall have all of the power, authority, rights and privileges conferred by approval of BCC Enven Investments, L.P. on written notice to Parentthis Agreement upon the original Equityholders’ Representative. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from , and the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holdersnot receive any compensation for its services. The power of attorney granted in this Section 10.04 is coupled with an interest Sellers do hereby jointly and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability severally agree to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless from and against any and all liability, loss, liability cost, damage or expense (including without limitation reasonable attorneys’ fees) reasonably incurred without bad faith on the part or suffered as a result of the Equityholders’ Representative and arising out performance of or in connection with the acceptance or administration of the such Equityholders’ Representative’s duties hereunder, including under this Agreement and the fees and expenses Escrow Agreement except for any such liability arising out of any legal counsel retained by the willful misconduct of the Equityholders’ Representative. The Company Stockholders provisions of this Section 12.2 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and Equity Award Holders acknowledge that successors of each of the Sellers, and any references in this Section 12.2 to a Seller shall mean and include the successors to the rights of the Sellers hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. All of the indemnities, immunities, releases and powers granted to the Equityholders’ Representative under this Agreement 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At Appointment. By virtue of the Closingadoption of this Agreement by the Company’s stockholders, and without further act action of any Company Stockholder or Equity Award HolderEquityholder, the Equityholders’ Representative each Equityholder shall be deemed to have irrevocably constituted and appointed Project Renegade LLC, (and by execution of this Agreement such Person hereby accepts such appointment) to act as the Equityholders Representative under this Agreement in accordance with the terms of this Section 10.1 and the Escrow Agreement and (ii) the Equityholders Representative as exclusive agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Personsthe Equityholders (in their capacity as such), with full power of substitution, to give act in the name, place and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders stead of courts and awards of arbitrators each Equityholder with respect to all claims Section 2.7, Section 6.2, Section 6.8, Article IX and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction the Escrow Agreement and to take facilitate the consummation of the transactions contemplated hereby, including the taking by the Equityholders Representative of any and all actions necessary and the making of any decisions required or appropriate permitted to be taken by the Equityholders Representative under Section 2.7, Section 6.2, Section 6.8, Article IX, the Escrow Agreement or the Equityholders Representative Engagement Agreement (it being understood that the Equityholders shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the judgment rights granted to Company Indemnified Parties under Section 6.6) and to accept on behalf of each Equityholder service of process and any notices required to be served on the Equityholders. Notwithstanding the foregoing, the Equityholders Representative shall have no obligation to act on behalf of the Equityholders’ , except as expressly provided herein, in the Escrow Agreement and in the Equityholders Representative Engagement Agreement, and for the accomplishment purposes of clarity, there are no obligations of the foregoingEquityholders Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Equityholders and their successors as if expressly confirmed and ratified in writing as a matter of contract Law and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholders Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholders Representative Engagement Agreement are waived. The Company Stockholder Approval will, power of attorney and the immunities and rights to indemnification granted to the maximum extent permitted under Applicable Law Equityholders Representative Group in this Section 10.1: (including DGCL § 251(b))i) are coupled with an interest and are irrevocable, constitute knowing may be delegated by the Equityholders Representative and irrevocable ratification shall survive the death or incapacity of each Equityholder (ii) and approval shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Equityholders Representative may resign at any time, and such appointment agency may be changed by the holders of a majority in interest of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single classEscrow Fund from time to time, and authorization any such successor shall succeed the Equityholders Representative as Equityholders Representative hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholders’ Equityholders Representative to serve in such capacityand the Closing and/or any termination of this Agreement and the Escrow Agreement. The Equityholders’ For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders Representative may resign from such position at any time upon written notice to Parenthereunder shall be binding on, and the Company Stockholders and Equity Award Holders shall appoint a replacement fully enforceable against, all Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Equityholders Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By virtue of the Closingapproval and adoption of this Agreement and the delivery of the Written Consent, and without further act action of any Company Stockholder or Equity Award HolderEquityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Fortis Advisors LLC (which, by execution of this Agreement, hereby accepts such appointment) as the Equityholders’ Representative shall be appointed and as the sole representative, exclusive agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Personsthe Equityholders (in their capacity as such), with full power of substitution, to give take all actions on behalf of the Equityholders in connection with this Agreement and the agreements ancillary hereto, including (i) to execute and deliver on behalf of the Equityholders any amendment, consent or waiver under this Agreement and the other Transaction Documents, (ii) to assert, and to agree to resolution of, all claims and disputes hereunder or thereunder, including under Section 3.14 and Article 11, (iii) to retain legal counsel and other professional services, at the expense of the Equityholders, in connection with the performance by the Equityholders’ Representative of this Agreement and the other Transaction Documents, (iv) to execute and deliver on the Equityholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, (v) to make and receive notices and communications, other communications pursuant to retain and appoint advisors and to assert, 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 all claims and disputes under this Agreement and any the other Transaction AgreementDocuments and service of process in any Action arising out of or related to this Agreement and the other Transaction Documents, (vi) to negotiate and execute negotiate, settle or compromise any waivers Action arising out of or amendments of related to this Agreement or any the other Transaction Agreement and Documents or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim hereunder (including any claim for indemnification pursuant to Article 11), and (vii) to do each and every act and exercise all actions rights that are either (x) necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoingforegoing or (y) mandated or permitted by the terms of this Agreement or the other Transaction Documents. The Company Stockholder Approval will, Equityholders’ Representative shall use commercially reasonable efforts to keep the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization Advisory Group reasonably informed with respect to actions of the Equityholders’ Representative pursuant to serve in such capacitythe authority granted to the Equityholders’ Representative under this Agreement which actions have a material impact on the amounts payable to or the obligations of the Equityholders. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required entitled to: (i) rely upon any signature believed by it to be genuine and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the Equityholders’ Representativeapplicable Equityholder or other party. Notices or communications to or from Notwithstanding the foregoing, the Equityholders’ Representative shall constitute notice have no obligation to or from each act on behalf of the Company Stockholders Equityholders, except as expressly provided in this Agreement, in the Exchange Agent Agreement and Equity Award Holders. in the Equityholders’ Representative Engagement Agreement. (b) The power of attorney granted in this Section 10.04 is Article 12 and the powers, immunities and rights to indemnification granted to the Equityholders’ Representative Group hereunder, (i) are coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death or incapacity of each Equityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in the Holdback Deferred Initial Amount and the Holdback Indemnity Initial Amount. The Equityholders’ Representative may resign at any time or such agency may be changed by the Equityholders entitled to receive a majority of the Merger Consideration (including in the event of the resignation, death, incapacity, illness, bankruptcy, dissolution, disability or other inability incapacity of an Equityholders’ Representative that is an individual), and, following the provision of notice to act of each Company Stockholder or Equity Award Holder. (b) Neither Parent, the newly appointed representative shall be the Equityholders’ Representative nor for all purposes hereunder, and any of its Representatives such successor shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify succeed the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder; provided, that if no successor Equityholders’ Representative has been designated prior to the effective date of such resignation, the Equityholders’ Representative will provide an updated Allocation Schedule to Parent at the time of such resignation. Neither the removal of, nor the appointment of a successor to, the Equityholders’ Representative shall affect in any manner the validity or enforceability of any actions taken or agreements, understandings or commitments entered into by the prior Equityholders’ Representative, which shall continue to be effective and binding on the Equityholders. The foregoing indemnities will immunities and rights to indemnification in this Article 12 shall survive the Closing, the resignation or removal of the Equityholders’ Representative or any member of the Advisory Group and the Closing Date and/or any termination of this Agreement. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders’ Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholders’ Representative. (c) A decision, act, consent or instruction of the Equityholders’ Representative hereunder shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to of the matters set out in Section 10.04(a) Equityholders and shall be final, binding and conclusive upon each Company Stockholder of the Equityholders and Equity Award Holdertheir respective successors, and Parent and its Subsidiaries and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholders’ Representative taken in good faith under this Agreement, the Exchange Agent Agreement or the Equityholders’ Representative Engagement Agreement are waived. The Exchange Agent, the Parent Parties and, after the Second Merger Effective Time, the Surviving Company, may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) such Equityholder. The Company Stockholders and Equity Award Holders acknowledge Parent Indemnified Parties are hereby relieved from any Liability to any Person for any acts done by them in accordance with any such decision, act, consent or instruction of the Equityholders’ Representative. Each Equityholder hereby agrees that for any Action arising under this Agreement or any other Transaction Document such Equityholder may be served legal process by registered mail to the address set forth in Section 14.01 for the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture (or any form alternative address designated to the parties in writing by the Equityholders’ Representative), and that service in such manner shall be adequate and such Equityholder shall not assert any defense of partnership between claim that service in such manner was not adequate or among sufficient in any court in any jurisdiction. Each Equityholder shall promptly provide written notice to the Equityholders’ Representative or of any Company Stockholder or Equity Award Holder for any purpose change of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any address of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holdersuch Equityholder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By virtue of the ClosingDesignated Approvals, and without further act action on the part of any Company Stockholder parties hereto or Equity Award Holderthe Equityholders, the Equityholders’ Representative shall be is hereby appointed as agent and the attorney-in-fact and agent of each Equityholder, with full power of substitution to act in the name, place and stead of such Equityholder in accordance with the terms of this Agreement and the other Transaction Documents, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Equityholders’ Representative shall deem necessary or appropriate in conjunction with the Transactions, including the power: (i) to negotiate, execute and deliver (A) the other Transaction Documents and (B) all ancillary agreements, 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; (ii) to collect and receive any amounts due or paid for each Company Stockholder the benefit of such Equityholder and Equity Award Holder, for and to disburse or cause to be disbursed such amounts to such Equityholder pursuant to the terms of the Operating Agreement; (iii) on behalf of such PersonsEquityholder, to give and receive notices and communicationsinitiate, to retain and appoint advisors and to assertpursue, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply defend or settle any disputes with orders of courts and awards of arbitrators with respect to all claims and disputes Buyer (or its Affiliates) under this Agreement and any or the other Transaction AgreementDocuments, or otherwise arising in connection with the Transactions; (iv) to determine the Final Merger Consideration in accordance with Section 3.10(b); (v) to cause to be paid from the Adjustment Escrow Funds, in accordance with the terms of Section 3.10(c), any amounts due arising out of the adjustment provisions set forth in Section 3.10(c); (vi) notwithstanding anything to the contrary herein, to negotiate and execute make any waivers equitable adjustment to the Allocable Proceeds that it, in its sole discretion, acting in good faith, deems reasonably necessary or amendments advisable, subject to the terms of this Agreement or any other Transaction Agreement and the Operating Agreement; (vii) to take all actions necessary under this Agreement or appropriate in the judgment other Transaction Documents expressly contemplated to be taken by the Equityholders’ Representative or the Equityholders; and (viii) to take all actions under this Agreement or the other Transaction Documents that may be taken by the Equityholders’ Representative or the Equityholders, and to do or refrain from doing any further act or deed on behalf of the Equityholders’ Representative for or the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of Equityholders that the Equityholders’ Representative deems necessary or appropriate in its sole discretion relating to serve the subject matter of this Agreement and the other Transaction Documents. (b) The Equityholders’ Representative shall not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in such capacitybad faith or by willful misconduct. The Equityholders’ Representative may resign from such position at shall also be fully protected in relying upon any time upon written notice to Parentnotice, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investmentsdemand, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices certificate or communications to or document from the Equityholders’ Representative shall constitute notice Equityholders that it in good faith believes to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holdergenuine (including electronic copies thereof). (bc) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severallyEquityholders shall, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holderseverally but not jointly, indemnify the Equityholders’ Representative for, and hold the Equityholders’ Representative harmless against against, any loss, liability or expense incurred without bad faith or willful misconduct on the part of the Equityholders’ Representative and Representative, arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s carrying out its duties hereunderunder or in connection with this Agreement or the other Transaction Documents, including the fees costs and expenses of successfully defending the Equityholders’ Representative against any legal claim of liability with respect thereto. The Equityholders’ Representative may consult with counsel retained and other advisors of its own choice and shall have full and complete authorization and protection for any action taken by it in good faith and in accordance with the opinion of such counsel or other advisors, as applicable. (d) All of the indemnities, immunities and powers granted to the Equityholders’ Representative under this Agreement shall survive the Pre-Closing Period. (e) Any and all reasonable out-of-pocket costs and expenses incurred by the Equityholders’ Representative shall be paid from the Equityholders’ Representative Expense Funds. In the event that any amount is owed by the Equityholders’ Representative, whether for fees, costs, expense reimbursement or otherwise, in excess of the Equityholders’ Representative Expense Funds (or after any or all of the Equityholders’ Representative Expense Funds have been dispersed to the Equityholders and the PIP Holders), the Equityholders’ Representative shall be entitled to be reimbursed by the Equityholders and the PIP Holders based on their Allocable Share of any such reimbursement obligation. The Company Stockholders and Equity Award Holders acknowledge As soon as reasonably practicable following a determination by the Equityholders’ Representative, in its sole discretion, that the Equityholders’ Representative is not reasonably likely to incur further costs or expenses in connection with this Agreement, the other Transaction Documents or the Transactions, the Equityholders’ Representative shall not pay or cause to be required paid to expend the Paying Agent (for the benefit of, and further payment to, the Equityholders) and to the Company Surviving Company or risk its own funds or otherwise incur a subsidiary thereof (for the benefit of, and further payment through payroll to, subject to Section 3.11, the PIP Holders), in accordance with an updated version of the Distribution Schedule (a copy of which shall be promptly provided by the Equityholders’ Representative to Buyer), by wire transfer of immediately available funds, an aggregate amount in cash equal to any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties such remaining Equityholders’ Representative Expense Funds. (f) If BSR LLC becomes unable to serve as the Equityholders’ Representative hereunder. Representative, such other Person or Persons as may be designated by vote or consent of a majority in interest of the Equityholders (based on the portion of equity interests of the Company such Persons held, directly or indirectly, immediately prior to the Company Effective Time), shall succeed BSR LLC as the Equityholders’ Representative. (g) The foregoing indemnities will survive the ClosingBuyer Parties, and any other third Person, shall be entitled to rely upon any action or decision of, or instruction by, or any document or other paper delivered by, the resignation or removal Equityholders’ Representative on behalf of the Equityholders (without any obligation to inquire into the authority of the Equityholders’ Representative or the termination genuineness or correctness of this Agreement. such document or other paper or any signature of the Equityholders’ Representative), including any update to the Distribution Schedule or the Allocation Schedule, and, without limiting the foregoing, the Buyer Parties (cand following the Closing, the Blockercos, the Company and the Subsidiaries) A decisionshall not be liable to any Equityholder (i) for any action taken or omitted to be taken by any Buyer Party in such reliance or with respect to actions, act, consent or instruction decisions and determinations of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting for any separate Contract that may be entered into between action or omission of the Equityholders’ Representative, on the one hand, and one whether or more Company Stockholders not in accordance with this Agreement or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunderTransaction Documents. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At The Equityholders, by executing and delivering this Agreement to Purchaser, hereby irrevocably appoint Davix Xxxxxx xx their agent to act on their behalf for purposes of the Closingspecific provisions of this Agreement involving the Equityholders’ Representative. All actions, without further act decisions, and instructions of any Company Stockholder or Equity Award Holder, the Equityholders’ Representative shall be appointed as agent conclusive and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf binding upon all of such Persons, to give and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises ofthe Equityholders, and demand arbitration and comply with orders no Equityholder shall have any cause of courts and awards of arbitrators with respect to all claims and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the judgment of action against the Equityholders’ Representative for any action taken, decision made, or instruction given by the accomplishment Equityholders’ Representative under this Agreement, except for fraud, bad faith, or willful breach of this Agreement by the foregoingEquityholders’ Representative. (b) Purchaser shall be entitled to deal exclusively with the Equityholders’ Representative with respect to any actions required or permitted to be taken under this Agreement by the Equityholders’ Representative, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Equityholder by the Equityholders’ Representative with respect to any actions required or permitted to be taken by the Equityholders’ Representative under this Agreement. The Company Stockholder Approval willPurchaser shall also be entitled to rely conclusively on the instructions and decisions given or made by, and on any other actions taken or purported to be taken on behalf of any Equityholder by, the Equityholders’ Representative with respect to any actions required or permitted to be taken by the Equityholders’ Representative under this Agreement, including the settlement of any claims for indemnification by Purchaser pursuant to ARTICLE VIII. (c) In the event that the Equityholders’ Representative dies, becomes unable to perform his responsibilities hereunder, or resigns from such position, the Equityholders holding, immediately prior to the maximum extent permitted under Applicable Law (including DGCL § 251(b))Closing, constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of Equity (excluding any Equity held by the Equityholders’ Representative or his successors) are authorized to serve in and shall select another representative to fill such capacity. The vacancy and such substituted representative shall be deemed to be the Equityholders’ Representative for purposes of this Agreement. (d) In all questions arising under this Agreement, the Equityholders’ Representative may resign from such position at any time upon written notice to Parentrely on the advice of legal counsel, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice not be liable to any Person for anything done, omitted, or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted suffered in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated good faith by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holderbased on such advice. (be) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith The Equityholders shall, jointly and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative him harmless against any loss, liability liability, or expense incurred by him without bad faith willful misconduct on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s his duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance The provisions of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.049.1 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Equityholder.

Equityholders’ Representative. (a) At As, and by voting in favor of or consenting to the Closing, without further act Merger and/or by virtue of any Company Stockholder the approval of the Merger and or Equity Award Holderby virtue of tendering their Units to receive their share of the Merger Consideration, the Equityholders shall be deemed to have irrevocably designated Parent as the “Equityholders’ Representative shall be appointed Representative”, to represent the Equityholders, their respective successors, heirs, representatives and assigns as representative, agent and attorney-in-fact for each Company Stockholder from and Equity Award Holderafter the date hereof in all matters relating to the Acquisition Documents and the contemplated transactions, for including the exercise of the power and on behalf of such Persons, authority to give take any and receive notices all actions and communications, make any and all decisions required or permitted to retain and appoint advisors and to assert, 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 all claims and disputes be taken or made by Equityholders under this Agreement following the Closing. Further, each Equityholder fully and any other Transaction Agreementcompletely, without restriction: (i) agrees to negotiate and execute any waivers be bound by all notices received or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single classgiven by, and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parentall agreements and determinations made by, and the Company Stockholders all documents executed and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated delivered by the Equityholders’ Representative and shall survive under the deathAcquisition Documents after the Closing Date, incapacityincluding, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf oflimitation, any Company Stockholder or Equity Award Holder against and all documents executed and delivered and all determinations made by the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for matters set forth in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and subsection (ii) without limiting any separate Contract that may be entered into between below; (ii) authorizes the Equityholders’ Representative, on and after the one handClosing Date (A) to assert claims, make demands and commence Actions on behalf of such Equityholder and under the Acquisition Documents, (B) to dispute or to refrain from exercising remedies available to such Equityholder under, and one exercise or more Company Stockholders refrain from exercising remedies available to such Equityholder under, the Acquisition Documents, and to sign any releases or Equity Award Holdersother documents with respect to such dispute or remedy (and to bind such Equityholder in so doing), on the (C) to give such instructions and do such other hand, regarding things and refrain from doing such things as the Equityholders’ Representative’s role as Representative shall deem appropriate to carry out the provisions of the Acquisition Documents, (D) to give any and all consents and notices under the Acquisition Documents, (E) to perform all actions, exercise all powers, and fulfill all duties otherwise assigned to the Equityholders’ Representative hereunder. in this Agreement, (fF) Each Company Stockholder and Equity Award Holderto withhold payments to such Equityholder in an amount equal to its Reserve Share, by its acceptance determined in accordance with Part IV of Schedule 2.03, to establish a portion reserve, in the Reserve Amount, out of the consideration funds otherwise payable hereunder, accepts and agrees to be bound by such Equityholders pursuant to the provisions of this Agreement for the payment of any amounts Equityholder’s Representative deems necessary, including with respect to amounts due in connection with indemnification obligations under Article IX, and (G) to negotiate and resolve any dispute arising with respect to the indemnification obligations set forth in Article IX and the payment of any Escrow Amount pursuant to this Agreement; (iii) authorizes and directs the Equityholders’ Representative to receive all payments under the Acquisition Documents payable to Equityholders on or after the Closing Date on its behalf, to invest such funds pending their disbursement in such manner as the Equityholders’ Representative in its sole discretion deems appropriate (subject to the terms of this Agreement); and to disburse pro rata any payments due to such Equityholder under the Acquisition Documents. Each Equityholder agrees that (a) the provisions of this Section 10.049.08 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Equityholder may have in connection with the transactions contemplated by the Acquisition Documents; (b) the remedy at Law for any breach of the provisions of this Section 9.08 would be inadequate and (c) the provisions of this Section 9.08 shall be binding upon the successors and assigns of each Equityholder. The Equityholders agree to reimburse the Equityholders’ Representative for any out-of-pocket costs and expenses it incurs in performing its services hereunder. The Equityholders shall share such reimbursement expenses, pro rata.

Equityholders’ Representative. (a) At In order to efficiently administer the Closingtransactions contemplated hereby, without further act including the defense and/or settlement of any claims for which the Indemnifying Equityholders may be required to indemnify Zipcar and/or the Surviving Corporation pursuant to Article VI hereof, the Company Stockholder or Equity Award HolderShareholders, by the approval and adoption of this Agreement and in consideration of the receipt of the Merger Shares, hereby designate Alps as the representative of the Indemnifying Equityholders’ (the “Equityholders’ Representative”). (b) The Indemnifying Equityholders by the approval and adoption of this Agreement and in consideration of the receipt of the Merger Shares authorize the Equityholders’ Representative shall (i) to take all action necessary to consummate the transactions contemplated hereby, (ii) to defend and/or settle any claims for which the Indemnifying Equityholders may be appointed as agent required to indemnify Zipcar and/or the Surviving Corporation pursuant to Article VI hereof and attorney-in-fact to assert and/or settle any claims for each Company Stockholder and Equity Award Holderwhich the Indemnifying Equityholders may seek indemnification from Zipcar pursuant to Article VI hereof, for and on behalf of such Persons, (iii) to give and receive all notices and communications, required to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises ofbe given under the Agreement, and demand arbitration (iv) to take any and comply with orders all additional action as is contemplated to be taken by or on behalf of courts and awards of arbitrators with respect to all claims and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments the Company Equityholders by the terms of this Agreement or any other Transaction Agreement Agreement. (c) In the event that the Equityholders’ Representative resigns from such position, the Company Shareholders holding, after the Closing, a majority of the outstanding Merger Shares held by the Indemnifying Equityholders are authorized to and shall select another representative to take all actions necessary or appropriate in the judgment of fill such vacancy and such substituted representative shall be deemed to be the Equityholders’ Representative for the accomplishment all purposes of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, this Agreement and the Company Stockholders documents delivered pursuant hereto. (d) All decisions and Equity Award Holders shall appoint a replacement Equityholders’ Representative actions by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by including without limitation any agreement between the Equityholders’ Representative and Zipcar relating to the defense or settlement of any claims for which the Indemnifying Equityholders may be required to indemnify Zipcar and/or the Surviving Corporation pursuant to Article VI hereof, shall survive be binding upon all of the deathCompany Shareholders, incapacityand no Company Shareholder shall have the right to object, illnessdissent, bankruptcy, dissolution, protest or other inability to act of each Company Stockholder or Equity Award Holderotherwise contest the same. (be) Neither the The Equityholders’ Representative nor shall not have any liability to any of its Representatives shall be liable the Parties or the Indemnifying Equityholders for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith faith, and in any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Company Stockholders and Equity Award Holders Indemnifying Equityholders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, severally indemnify the Equityholders’ Representative and hold the Equityholders’ Representative it harmless against any loss, liability or expense incurred without bad faith fraud or willful misconduct on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s its duties hereunder. (f) By his, including her or its approval of the fees Merger and expenses this Agreement and the receipt of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders Merger Shares, each Indemnifying Equityholder agrees, in addition to the foregoing, that: (i) Zipcar shall be entitled to rely conclusively on the instructions and Equity Award Holders acknowledge that decisions of the Equityholders’ Representative shall not be required as to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance settlement of any of its powersclaims for indemnification by Zipcar and/or the Surviving Corporation pursuant to Article VI hereof, rights, duties or privileges any other actions required or administration of its duties as permitted to be taken by the Equityholders’ Representative hereunder. The foregoing indemnities will survive , and no party hereunder shall have any cause of action against Zipcar for any action taken by Zipcar in reliance upon the Closing, the resignation instructions or removal decisions of the Equityholders’ Representative or the termination of this Agreement.Representative; (cii) A decisionall actions, act, consent or instruction decisions and instructions of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of be conclusive and binding upon all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, Indemnifying Equityholders and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, Indemnifying Equityholder shall have any Company Stockholder or Equity Award Holder cause of action against the Equityholders’ Representative with respect to this Agreement for any action taken, decision made or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance instruction given by the Equityholders’ Representative is expressly provided under this Agreement, except for in such covenant fraud or willful misconduct by the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part matters described in this Section 1.9; (iii) the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Indemnifying Equityholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between provisions of this Section 1.9 are inadequate; therefore, the Equityholders’ Representative, on Zipcar and the one handSurviving Corporation shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if any of the Equityholders’ Representative, Zipcar and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.9; (v) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Indemnifying Equityholder, and one any references in this Agreement to an Indemnifying Equityholder or more Company Stockholders the Indemnifying Equityholders shall mean and include the successors to any Indemnifying Equityholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or Equity Award Holdersotherwise; and (vi) the Equityholders’ Representative shall be entitled, on the other hand, regarding at the Equityholders’ Representative’s role as written request, to reimbursement by each Indemnifying Equityholder for such Indemnifying Equityholder’s Pro Rata Share of all expenses incurred by the Equityholders’ Representative hereunderin such capacity. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By virtue of the Closingapproval and adoption of this Agreement by the Required Stockholder Vote and the delivery of the Written Consent and Support Agreement, and without further act action of any Company Stockholder or Equity Award HolderEquityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Shareholder Representative Services LLC (which, by execution of this Agreement, hereby accepts such appointment) to act as the Equityholders’ Representative shall be appointed and as the sole representative, agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Personsthe Equityholders (in their capacity as such), with full power of substitution to give take all actions on behalf of the Equityholders in connection with this Agreement and the agreements ancillary hereto, including (i) to execute and deliver on behalf of the Equityholders any amendment, consent or waiver under this Agreement and the other Transaction Documents, (ii) to assert, and to agree to resolution of, all claims and disputes hereunder or thereunder, including under Section 2.10, Section 2.14 and ‎Article 10 hereof, (iii) to retain legal counsel and other professional services, at the expense of the Equityholders, in connection with the performance by the Equityholders’ Representative of this Agreement and the other Transaction Documents, (iv) to execute and deliver on the Equityholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, (v) to make and receive notices and communications, other communications pursuant to retain and appoint advisors and to assert, 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 all claims and disputes under this Agreement and any the other Transaction AgreementDocuments and service of process in any Action arising out of or related to this Agreement and the other Transaction Documents, (vi) to negotiate and execute negotiate, settle or compromise any waivers Action arising out of or amendments of related to this Agreement or any the other Transaction Agreement and Documents or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim for indemnification pursuant to Article 10, and (vii) to do each and every act and exercise all actions rights that are either (x) necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoingforegoing or (y) mandated or permitted by the terms of this Agreement or the other Transaction Documents. The Company Stockholder Approval will, Payment by or on behalf of Parent or Purchaser to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority Payments Administrator in accordance with this Agreement shall be in full satisfaction of the outstanding Class A Common Shares obligations of Parent, Purchaser and Series A Preferred Shares, voting together as a single class, and authorization of the Equityholders’ Representative their respective Affiliates with respect to serve in such capacity. payment. (b) The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holderstime. The power of attorney granted in this Section 10.04 10.09 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death or incapacity of each Equityholder. Such agency may be changed by the Equityholders having a majority in interest of the Pro Rata Share of all Equityholders (excluding for such purposes the Dissenting Shares from the calculation of each Equityholder’s Pro Rata Share) as of such time (including in the event of the resignation, death, incapacity, illness, bankruptcy, dissolution, disability or other inability incapacity of an Equityholders’ Representative that is an individual), and, following the provision of notice to act of each Company Stockholder or Equity Award Holder. (b) Neither Parent and Purchaser, the newly appointed representative shall be the Equityholders’ Representative nor for all purposes hereunder, and any of its Representatives such successor shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify succeed the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive Neither the Closingremoval of, nor the appointment of a successor to, the resignation Equityholders’ Representative shall affect in any manner the validity or removal enforceability of any actions taken or agreements, understandings or commitments entered into by the prior Equityholders’ Representative, which shall continue to be effective and binding on the Equityholders. For the avoidance of doubt, any compromise or settlement of any matter by the Equityholders’ Representative hereunder shall be binding on, and fully enforceable against, all Equityholders. No bond shall be required of the Equityholders’ Representative or the termination of this AgreementRepresentative. (c) A decision, act, consent or instruction of the Equityholders’ Representative hereunder shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to of the matters set out in Section 10.04(a) Equityholders and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holderof the Equityholders, and Parent and its Subsidiaries and the Exchange Agent Escrow Agent, Parent, Purchaser, Merger Sub and, after the Effective Time, the Surviving Corporation, may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder such Equityholder. The Parent Indemnified Parties are hereby relieved from any Liability to any Person for any acts done by them in accordance with any such decision, act, consent or instruction of the Equityholders’ Representative. Each Equityholder hereby agrees that for any Action arising under this Agreement or any Transaction Document such Equityholder may be served legal process by registered mail to the address set forth in Section 12.01 for the Equityholders’ Representative (or any alternative address designated to the parties in writing by the Equityholders’ Representative), and Equity Award Holderthat service in such manner shall be adequate and such Equityholder shall not assert any defense of claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. Each Equityholder shall promptly provide written notice to the Equityholders’ Representative of any change of address of such Equityholder. (d) The Company Stockholders Without limiting the generality of the foregoing and Equity Award Holders acknowledge for the avoidance of doubt, for purposes of ‎Article 10, if any Equityholder Indemnified Party is seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against any Equityholder as an Indemnifying Party hereunder, then, in either such case, the Equityholders’ Representative shall act on behalf of, and receive notice on behalf of, such Equityholder; provided, that for the avoidance of doubt, the Equityholders’ Representative is not providing responsible for payment of any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or indemnity amounts owed by any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award HolderEquityholder. (e) Each Company StockholderThe Equityholders’ Representative, Equity Award Holder solely in its capacity as the representative of the Sellers, represents and warrants to Parent, Purchaser and Merger Sub, as of the Company acknowledges that date hereof as follows: (i) the Equityholders’ Representative is party a Colorado limited liability company duly organized, validly existing and in good standing under the laws of Colorado, and has all requisite limited liability company power and authority required to carry on its business in all material respects as currently conducted; (ii) the execution and delivery of this Agreement solely for purposes of serving as by the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing)of its obligations hereunder, in each case, (i) other than in respect of matters arising from or in connection with bad faith have been duly authorized by all necessary limited liability company action on the part of the Equityholders’ Representative; (iii) this Agreement has been duly executed and delivered by the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between this Agreement constitutes a legally valid and binding obligation of the Equityholders’ Representative, on enforceable against the one handEquityholders’ Representative in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and one other laws affecting creditors’ rights generally and general principles of equity and the laws of agency); and (iv) the execution and delivery of the Transaction Documents to which it is (or more Company Stockholders or Equity Award Holders, on the other hand, regarding will be) a party by the Equityholders’ Representative’s role as , and the performance by the Equityholders’ Representative hereunderof its obligations thereunder do not conflict with or result in a violation of the organizational documents of the Equityholders’ Representative. (f) Each Company Stockholder and Equity Award HolderEquityholder, by its acceptance of a portion its share of the consideration Merger Consideration payable at Closing hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.0410.09.

Equityholders’ Representative. (a) At By the Closingexecution and delivery of this Agreement, without further act of any Company Stockholder or Equity Award Holderincluding counterparts hereof, each Seller hereby irrevocably constitutes and appoints Xxxx XxXxxxxx as the Equityholders’ Representative shall be appointed as true and lawful agent and attorney-in-fact for each Company Stockholder (the “Equityholders’ Representative”) of such Seller with full powers of substitution to act in the name, place and Equity Award Holder, for and stead of such Seller with respect to the performance on behalf of such PersonsSeller under the terms and provisions of this Agreement and the Escrow Agreement, as the same may be from time to give and receive notices and communicationstime amended, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements do or refrain from doing all such further acts and compromises ofthings, and demand arbitration to execute all such documents on such Seller’s behalf, as the Equityholders’ Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Escrow Agreement, including: (i) to receive all payments (A) made by Purchaser to such Seller under this Agreement and comply with orders (B) required to be made to such Seller upon release of courts and awards the funds held in the Indemnification Escrow Account; (ii) to agree upon or compromise any matter related to the calculation of arbitrators any adjustments to the Initial Purchase Price pursuant to Section 2.3 or otherwise or to other payments to be made; (iii) to act for such Seller with respect to all claims and disputes under indemnification matters referred to in this Agreement and any other Transaction the Escrow Agreement, including the right to negotiate and execute compromise on behalf of such Seller any waivers indemnification claim made by or amendments against such Seller; (iv) to act for such Seller with respect to all post-Closing matters; (v) to terminate, amend, or waive any provision of this Agreement and the Escrow Agreement in accordance with Section 12.6 and Section 12.7 hereof, as applicable (and Section 12 of the Escrow Agreement); (vi) to employ and obtain the advice of legal counsel, accountants and other professional advisors as the Equityholders’ Representative, in his, her or its sole discretion, deems necessary or advisable in the performance of his, her or its duties as the Equityholders’ Representative and to rely on their advice and counsel; (vii) to incur and pay out of the Initial Purchase Price and/or any subsequent payments due to such Seller (including, without limitation, out of payments due to such Seller upon release of the funds held in the Indemnification Escrow Account) (1) expenses in connection with the transactions contemplated by this Agreement and the Escrow Agreement, including fees of brokers, attorneys and accountants, and any other Transaction Agreement fees and expenses allocable or in any way relating to take all actions such transactions or (2) any indemnification claim made by any of the Purchaser Indemnified Parties or by the Equityholders’ Representative pursuant to this Agreement, whether such expenses, fees or indemnification claims are incurred prior or subsequent to Closing; (viii) to retain a portion of the Initial Purchase Price and/or any subsequent payments due to such Seller as a reserve against the payment of expenses incurred in his capacity as Equityholders’ Representative; and (ix) to do or refrain from doing any further act or deed on behalf of such Seller which the Equityholders’ Representative deems necessary or appropriate in his sole discretion relating to the judgment subject matter of this Agreement and the Escrow Agreement (including amending or waiving any term or provision hereof or thereof) as fully and completely as any of such Seller could do if personally present and acting. (b) The appointment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing shall be deemed coupled with an interest and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single classshall be irrevocable, and authorization any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Equityholders’ Representative as the acts of the Sellers in all matters referred to serve in this Agreement and the Escrow Agreement. Each of the Sellers hereby ratifies and confirms all that the Equityholders’ Representative shall do or cause to be done by virtue of the appointment of the Equityholders’ Representative as Equityholders’ Representative of such capacitySeller. The Equityholders’ Representative shall act for the Sellers on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Equityholders’ Representative believes to be in the best interest of the Sellers, but the Equityholders’ Representative shall not be responsible to any such Seller for any loss or damage any such Seller may suffer by reason of the performance by the Equityholders’ Representative of his duties under this Agreement and the Escrow Agreement, other than loss or damage arising from willful misconduct in the performance of such duties. In no event shall the Equityholders’ Representative be liable hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. The Equityholders’ Representative shall be fully protected against the Sellers in relying upon any written notice, demand, certificate or document that he in good faith believes to be genuine, including facsimiles or copies thereof. (c) Each Seller hereby expressly acknowledges and agrees that the Equityholders’ Representative is authorized to act on behalf of such Seller notwithstanding any dispute or disagreement among the Sellers, and that any Person shall be entitled to rely on any and all action taken by the Equityholders’ Representative under this Agreement without liability to, or obligation to inquire of, any of the Sellers. The Equityholders’ Representative may be removed from time to time by the Sellers that held at least a majority of the Equity Interests immediately prior to the Closing, and the Equityholders’ Representative may resign from such position at any time upon by giving written notice to Parent, the Sellers and the Company Stockholders and Equity Award Holders shall appoint a replacement Purchaser. If the Equityholders’ Representative is so removed, dies, becomes disabled, resigns or otherwise is unable to fulfill his responsibilities as agent of the Sellers, or there is a vacancy in the position of the Equityholders’ Representative, then the Sellers that held a majority of the Equity Interests immediately prior to the Closing shall, within ten (10) Business Days after such removal, death, disability, resignation or other cause of such vacancy, appoint a successor representative reasonably satisfactory to Purchaser. Any successor shall become the Equityholders’ Representative for purposes of the Escrow Agreement and this Agreement, and each successor Equityholders’ Representative shall have all of the power, authority, rights and privileges conferred by approval of BCC Enven Investments, L.P. on written notice to Parentthis Agreement upon the original Equityholders’ Representative. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from , and the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holdersnot receive any compensation for its services. The power of attorney granted in this Section 10.04 is coupled with an interest Sellers do hereby jointly and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability severally agree to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless from and against any and all liability, loss, liability cost, damage or expense (including without limitation reasonable attorneys’ fees) reasonably incurred without bad faith on the part or suffered as a result of the Equityholders’ Representative and arising out performance of or in connection with the acceptance or administration of the such Equityholders’ Representative’s duties hereunder, including under this Agreement and the fees and expenses Escrow Agreement except for any such liability arising out of any legal counsel retained by the willful misconduct of the Equityholders’ Representative. The Company Stockholders provisions of this Section 12.2 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and Equity Award Holders acknowledge that successors of each of the Sellers, and any references in this Section 12.2 to a Seller shall mean and include the successors to the rights of the Sellers hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. All of the indemnities, immunities, releases and powers granted to the Equityholders’ Representative under this Agreement 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By virtue of the Closingadoption of this Agreement by the Equityholders, and without further act action of any Company Stockholder Equityholder or Equity Award Holderthe Company, each Equityholder shall be deemed to have irrevocably hereby made, constituted and initially appointed Fortis Advisors LLC (the “Equityholders’ Representative”) as their exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of Equityholders any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, the Escrow Agreement or the Equityholders’ Representative Engagement Agreement and the other Transaction Documents, including: (i) receiving and providing notices and communications pursuant to this Agreement and the other Transaction Documents; (ii) administering this Agreement and the other Transaction Documents, including the resolution of any disputes or claims; (iii) making determinations to settle any dispute as to the calculation of the Purchase Price; (iv) resolving, settling or compromising claims for indemnification asserted against the Equityholders pursuant to Article 7; (v) agreeing to waivers of conditions and obligations under this Agreement and the other Transaction Documents; (vi) asserting claims for indemnification under Article 7 and resolving, settling or compromising any such claim (including engaging counsel and other advisors in connection therewith); and (vii) performing each and every act and exercising any and all rights which the Equityholders collectively are permitted or required to do or exercise under this Agreement. Notwithstanding the foregoing, the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and have no obligation to act on behalf of such Personsthe Equityholders, to give and receive notices and communicationsexcept as expressly provided herein, to retain and appoint advisors and to assertin the Escrow Agreement, agree to, negotiate, enter into settlements and compromises ofin the Equityholders’ Representative Engagement Agreement or in the Paying Agent Agreement, and demand arbitration and comply with orders for purposes of courts and awards of arbitrators with respect to all claims and disputes under this Agreement and any other Transaction Agreementclarity, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the judgment there are no obligations of the Equityholders’ Representative for in any ancillary agreement, schedule, exhibit or the accomplishment Disclosure Schedule. (b) If the Equityholders’ Representative is of the foregoing. The Company Stockholder Approval willopinion that the Equityholders’ Representative requires further authorization or advice from the Equityholders on any matters concerning this Agreement, the Equityholders’ Representative is entitled to seek such further authorization from the maximum extent permitted under Applicable Law Advisory Group prior to acting on the Equityholders’ behalf. (including DGCL § 251(b))c) Parent will be fully protected in dealing with the Equityholders’ Representative with respect to this Agreement, constitute knowing the other Transaction Documents and irrevocable ratification the transactions contemplated hereby and approval of such appointment by thereby and may rely upon the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization authority of the Equityholders’ Representative to serve act as the exclusive agent of Equityholders for all purposes under this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. The powers, immunities and rights to indemnification granted to the Equityholders’ Representative hereunder: (i) are coupled with an interest and will be irrevocable by any Equityholder in any manner or for any reason and will not be affected by the disability or incapacity of the principal pursuant to any applicable Legal Requirement and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Equityholders of the whole or any fraction of his, her or its interest in the Indemnity Escrow Funds or Earnout Payments. The Equityholders’ Representative will have no individual liability to Parent under this Agreement arising from the Equityholders’ Representative’s actions as the Equityholders’ Representative. (d) Any Equityholders’ Representative may resign at any time by written notice delivered to the Advisory Group (as defined herein) and to Parent. The immunities and rights to indemnification shall survive the resignation or removal of the Equityholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. If at any time there is no Person acting as the Equityholders’ Representative for any reason, Equityholders will promptly designate a new Person to act as the Equityholders’ Representative and notify Parent in writing of such capacitydetermination. Following the time that Parent is notified that the Equityholders’ Representative has resigned and until such time as a new Person is designated to act as the Equityholders’ Representative as provided herein and Parent is so notified in writing, Equityholders will collectively act as the Equityholders’ Representative, with decisions made in the manner specified in Section 4.13(b). (e) The initial Equityholders’ Representative identified in Section 4.13(a) above acknowledges it has carefully read and understands this Section 4.13, hereby accepts such appointment and designation, and represents that it will act in its capacity as the Equityholders’ Representative in compliance with and conformance to the provisions of this Section 4.13. The Equityholders’ Representative shall be entitled to: (i) rely upon the Final Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party. All actions taken by the Equityholders’ Representative under this Agreement, the Escrow Agreement or the Equityholders’ Representative Engagement Agreement shall be binding upon each Equityholder and such Equityholder’s successors as if expressly confirmed and ratified in writing by such Equityholder, and all defenses which may be available to any Equityholder to contest, negate or disaffirm the action of the Equityholders’ Representative taken in good faith under this Agreement, the Escrow Agreement or the Equityholders’ Representative Engagement Agreement are waived. (f) Certain Equityholders have entered into an engagement agreement (the “Equityholders’ Representative Engagement Agreement”) with the Equityholders’ Representative to provide direction to the Equityholders’ Representative in connection with its services under this Agreement, the Escrow Agreement and the Equityholders’ Representative Engagement Agreement (such Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Equityholders’ Representative may resign from such position at seek the advice of legal counsel in the event of any time upon written notice dispute or question as to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval construction of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required any of the provisions of this Agreement or the other Transaction Documents or the Equityholders’ Representative. Notices ’s duties hereunder or communications to or from thereunder, and neither the Equityholders’ Representative shall constitute notice to or from each nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Company Stockholders Advisory Group (collectively, the “Equityholders’ Representative Group”), will incur any Liability to Equityholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled will be fully protected with an interest and is irrevocablerespect to any action taken, may be delegated omitted or suffered by the Equityholders’ Representative and shall survive in good faith under this Agreement, the death, incapacity, illness, bankruptcy, dissolution, Escrow Agreement or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall be liable for any act done Engagement Agreement or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage opinion of the aggregate Per Share Consideration received by each Company Stockholder such counsel. (g) The Equityholders shall indemnify, defend and Equity Award Holder, indemnify hold harmless the Equityholders’ Representative Group from and hold against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Equityholders’ Representative harmless against any loss, liability or expense Expenses”) incurred without bad faith gross negligence or willful misconduct on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Equityholders’ Representative’s Representative Engagement Agreement. Any such Equityholders’ Representative Expenses incurred by the Equityholders’ Representative in connection with the performance of the applicable duties hereunderunder this Agreement, the Escrow Agreement or the Equityholders’ Representative Engagement Agreement (including the any fees and expenses of any legal counsel retained by the Equityholders’ Representative) will not be the personal obligations of the Equityholders’ Representative but will be payable and will be promptly paid or reimbursed first, from the Equityholders’ Representative Expense Funds, second, from any distribution of the Indemnity Escrow Funds or Earnout Payments otherwise distributable to the Equityholders at the time of distribution, and thereafter by Equityholders, in accordance with each such Equityholders’ Pro Rata Portion thereof. The Company Stockholders and Equity Award Holders Equityholders acknowledge that the Equityholders’ 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 as pursuant to this Agreement, the Escrow Agreement, the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative Engagement Agreement or the termination of this Agreement. (c) A decisiontransactions contemplated hereby or thereby. Furthermore, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect not be required to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon take any such decision, act, consent or instruction of action unless the Equityholders’ Representative as being has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the decisionEquityholders’ Representative against the costs, act, consent or instruction of each expenses and every Company Stockholder and Equity Award Holderliabilities which may be incurred by the Equityholders’ Representative in performing such actions. (dh) The Company Stockholders and Equity Award Holders acknowledge that Equityholders’ Representative Expense Funds shall be used (i) for the purposes of paying directly or reimbursing the Equityholders’ Representative for any Equityholders’ Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement, the Equityholders’ Representative Engagement Agreement or any other Transaction Document, or (ii) as otherwise determined by the Advisory Group. The Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture advice and shall have no responsibility or liability for any form loss of partnership between or among principal of the Equityholders’ Representative Expense Funds other than as a result of its gross negligence, willful misconduct or fraud. The Equityholders’ Representative is not acting as a withholding agent or in any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither similar capacity in connection with the Equityholders’ Representative nor Expense Funds and has no Tax reporting or income distribution obligations. The Equityholders will not receive any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that interest on the Equityholders’ Representative is party Expense Funds and assign to this Agreement solely the Equityholders’ Representative any such interest. Subject to approval of the Advisory Group, the Equityholders’ Representative may contribute funds to the Equityholders’ Representative Expense Funds from any consideration otherwise distributable to the Equityholders, and the Equityholders’ Representative shall distribute any funds remaining in the Equityholders’ Representative Expense Funds to the Paying Agent (and, with respect to amounts payable in respect of Company Options and Promised Option Units, to the Surviving Corporation for purposes payment through its payroll system), as applicable, for further distribution to the Equityholders in accordance with such Equityholder’s Pro Rata Portion of serving such amount at such time as the “Equityholders’ Representative” hereunder, and Representative determines there are no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against further expenses of the Equityholders’ Representative with respect to its duties hereunder. (i) The Equityholders’ Representative shall not directly or indirectly use or disclose to another Person any Proprietary Information of or relating to Parent, or any Acquired Company received by the Equityholders’ Representative in connection with this Agreement, except in connection with evaluating or disputing the Final Closing Statement and discharging its duties under this Agreement. Confidential information shall not include information that: (i) enters the public domain through no fault of the Equityholders’ Representative or any of its Affiliates; (ii) was known to the Equityholders’ Representative prior to such disclosure; (iii) is independently developed by the Equityholders’ Representative without the use of such confidential information; (iv) becomes known to the Equityholders’ Representative on a non-confidential basis from a third party permitted to disclose such information; (v) is necessary to enforce or defend the Equityholders’ Representative’s or Equityholders rights under this Agreement or the transactions contemplated hereby, to defend any claim under this Agreement; or any statement, certificate, instruction, opinion, instrument (vi) is required by legal process or other documents delivered hereunder applicable Law to be disclosed. If the Equityholders’ Representative is required by legal process or other applicable Law to disclose such information, then the Equityholders’ Representative shall provide Parent notice thereof within a reasonable time before complying with the disclosure requirement so that the Parent (or, if applicable, its Affiliate or an Acquired Company) may seek an appropriate protective Order, and the Equityholders’ Representative will reasonably cooperate, at Parent’s sole cost and expense, with it being understood that any covenant the efforts of Parent (or, if applicable, its Affiliate or agreement of or by an Acquired Company) to obtain the “parties” or “each of protective Order. Notwithstanding anything in this Agreement to the parties” will not be deemed to require performance bycontrary, or be an agreement offollowing Closing, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant shall be permitted to disclose information to employees, advisors, agents or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part consultants of the Equityholders’ Representative and (ii) without limiting any separate Contract to Equityholders, in each case who have a need to know such information, provided that may be entered into between such Persons are subject to confidentiality obligations with respect thereto that are substantially similar to the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in confidentiality obligations including within this Section 10.044.13(i).

Equityholders’ Representative. (a) At The Equityholders’ Representative is hereby designated to act following the ClosingClosing with respect to any and all issues arising under this Agreement and, without further act of any Company Stockholder or Equity Award Holderto the extent set forth herein, the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of such Persons, to give and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises oftake, and demand arbitration is hereby authorized to take, any and comply with orders of courts and awards of arbitrators with respect to all claims and disputes actions that he believes are necessary or appropriate under this Agreement as permitted above, as fully as if the Equityholders were acting on their own behalf and with the same force and effect, including, without limitation, by: i. Consenting to, compromising or settling any other Transaction and all claims arising under this Agreement; ii. Conducting negotiations with the Purchaser and its representatives regarding such claims; iii. Performing all of his obligations under this Agreement; iv. Waiving, to negotiate and execute any waivers modifying, amending or amendments supplementing provisions of this Agreement and the obligations of the Purchaser hereunder; v. Taking any and all other actions specified in or any contemplated by this Agreement; and vi. Engaging counsel, accountants or other Transaction representatives in connection with the foregoing matters. The Purchaser shall have the right to rely upon all actions taken or omitted to be taken by either one of the individuals acting as the Equityholders’ Representative in respect of this Agreement and the transactions contemplated hereby, all of which actions or omissions shall be legally binding upon the Equityholders, and the Purchaser shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Equityholders’ Representative. (b) Under no circumstances shall the Equityholders’ Representative have any liability to take all actions necessary any Equityholder for any act or appropriate in the judgment omission to act of the Equityholders’ Representative for in such capacity, unless the accomplishment party asserting such liability is able to prove that the Equityholders’ Representative was guilty of the foregoinggross negligence or willful misconduct. The Company Stockholder Approval willEquityholders’ Representative shall be entitled to payment of or reimbursement for any and all costs and expenses incurred in connection with, arising out of, resulting from or incident to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization any act or omission to act of the Equityholders’ Representative in his capacity as such, except to serve in such capacity. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative extent caused by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required the gross negligence or willful misconduct of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative Such costs and expenses shall constitute notice to or from each be paid solely out of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award HolderExpense Holdback as contemplated herein. (bc) Neither the Equityholders’ Representative nor If at any of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of time the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent his successor is unwilling or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect unable to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative serve as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as a new Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to shall be bound promptly designated. The new Equityholders’ Representative shall be designated by the provisions set forth in this Section 10.04approval of Stockholders who collectively held at least a majority of Threewide’s Series C Preferred Stock outstanding immediately prior to the Closing.

Equityholders’ Representative. (a) At Immediately upon the Closingapproval of this Agreement by the requisite vote or written consent of the Stockholders, without further act each Equityholder shall be deemed to have consented to the appointment of any Company Stockholder or Equity Award HolderXxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxx Xxxx, collectively, as the Equityholders’ Representative shall be appointed Representative, as agent and the attorney-in-fact for each Company Stockholder and Equity Award Holder, for and on behalf of each such PersonsEquityholder, and the taking by the Equityholders’ Representative of any and all actions and the making of any decisions required or permitted to give be taken by the Equityholders’ Representative under this Agreement shall require the affirmative vote of two of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and receive notices Xxxx Xxxx. The powers of the Equityholders’ Representative includes the exercise of the power to (a) execute and communicationsdeliver this Agreement and the Escrow Agreement, and, in each case, any amendment thereof or waiver thereunder, (b) subject to retain the limitations set forth in Section 1.12(l), make the sole determination with respect to the amounts, timing, and appoint advisors and allocation of any Earnout Bonus Payment, (c) authorize delivery to assertPurchaser of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (d) agree to, negotiate, enter into settlements and compromises of, and demand arbitration of and comply with orders of courts and awards of arbitrators with respect to all claims Indemnification Claims, (e) resolve any Indemnification Claims, and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to (f) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing foregoing and irrevocable ratification and approval of such appointment by the holders of a majority all of the outstanding Class A Common Shares other terms, conditions and Series A Preferred Shareslimitations of this Agreement and the Escrow Agreement. Accordingly, voting together as a single class, and authorization of the Equityholders’ Representative has unlimited authority and power to serve in such capacityact on behalf of each Equityholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreement. The Equityholders will be bound by all actions taken by the Equityholders’ Representative may resign from such position at any time upon written notice to Parentin connection with this Agreement or the Escrow Agreement, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond Purchaser shall be required entitled to rely on any action or decision of the Equityholders’ Representative. Notices or communications to or from the The Equityholders’ Representative shall constitute notice will incur no liability with respect to any action taken or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated suffered by the Equityholders’ Representative and shall survive the deathin reliance upon any notice, incapacitydirection, illnessinstruction, bankruptcyconsent, dissolution, statement or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither document believed by the Equityholders’ Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor any of its Representatives shall be liable for any act done other action or omitted hereunder as inaction, except the Equityholders’ Representative while acting in good Representative’s own willful misconduct, bad faith and in or gross negligence. In all questions arising under this Agreement or the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severallyEscrow Agreement, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative may rely on the advice of counsel, and hold the Equityholders’ Representative harmless against will not be liable to Equityholders for anything done, omitted or suffered in good faith by the Equityholders’ Representative based on such advice. The Equityholders’ Representative will not be required to take any loss, liability action involving any expense unless the payment of such expense is made or expense incurred without bad faith on provided for in a manner satisfactory to the part Equityholders’ Representative. If and to the extent any such appointment of the Equityholders’ Representative is revoked, such revocation shall be considered a breach of this Agreement and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of Purchaser shall be entitled to any legal counsel retained by the Equityholders’ Representativesuch resulting Losses from such revocation. The Company Stockholders and Equity Award Holders acknowledge that the initial Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute may appoint a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the successor Equityholders’ Representative, on the one handand such appointment shall become effective upon written notice to Purchaser. Each of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding Xxxx Xxxx may be removed by action of a majority of the Equityholders’ Representative’s role as . In the event of the resignation, removal, death or incapacity of Xxxxxx Xxxxxxx, Xxxxx Xxxxxx or Xxxx Xxxx, a successor for such Person shall thereafter be appointed by vote or written consent of a majority of the Indemnifying Equityholders. Any new or successor Equityholders’ Representative hereunder. (f) Each Company Stockholder will assume all rights and Equity Award Holder, by its acceptance of a portion obligations of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in initial Equityholders’ Representative under this Section 10.04Agreement.

Equityholders’ Representative. (a) At 10.6.1 Except as otherwise provided in this Agreement, any right or action that may be taken at the Closing, without further act election of any Company Stockholder or Equity Award Holder, the Equityholders will be taken by the Equityholders’ Representative shall on behalf thereof. The initial Equityholders’ Representative will be appointed Shareholder Representative Services LLC. The Equityholders’ Representative may resign at any time. Upon its resignation, the holders of a majority of the voting power of the Company Securities at the time of Closing may designate a successor Equityholders’ Representative. Any Equityholders’ Representative so designated must be reasonably acceptable to the Purchaser. 10.6.2 Any change in the Equityholders’ Representative will become effective upon notice in accordance with Section 10.2. The Equityholders will indemnify and hold the Purchaser Indemnified Parties and their Representatives harmless from any claim of any Equityholder arising out of any act or omission by the Equityholders’ Representative in connection with the transactions contemplated by this Agreement. 10.6.3 Except as otherwise provided in this Agreement, any right or action that may be taken at the election of the Equityholders will be taken by the Equityholders’ Representative on behalf thereof. Each of the Equityholders hereby irrevocably appoints the Equityholders’ Representative, the agent and attorney-in-fact of each of the Equityholders for each Company Stockholder the purposes of acting in the name and Equity Award Holder, for and on behalf stead of such Persons, Equityholder in: (a) paying any associated costs and expenses of the transactions hereunder required to give be paid by such Equityholder; (b) giving and receive receiving all notices and communications, to retain and appoint advisors and to assert, 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 all claims and disputes under permitted or required by this Agreement and acting on Equityholders’ behalf hereunder for all purposes specified herein; (c) agreeing with the Purchaser as to any amendments to this Agreement which the Equityholders’ Representative may deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (d) employing legal counsel; (e) paying any legal and any other Transaction fees and expenses incurred by the Equityholders’ Representative in consummating the transactions contemplated by this Agreement; (f) defending or settling claims arising under this Agreement; and (g) making, executing, acknowledging, and delivering all such contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions which the Equityholders’ Representative, in its sole discretion, may consider necessary or proper in connection with or to carry out the terms of this Agreement, as fully as if such Equityholders were personally present and acting. This power of attorney and all authority conferred hereby is granted and conferred subject to negotiate the interests of the other Parties to this Agreement, and execute any waivers in consideration of those interests and for the purpose of completing the transactions contemplated hereby, this power of attorney and all authority conferred hereby shall be irrevocable and shall not be terminated by Equityholders or amendments by operation of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in Law, whether by the judgment termination of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment or by the holders occurrence of a majority of the outstanding Class A Common Shares and Series A Preferred Sharesany other event. If any Equityholder should die or become incompetent or incapacitated, voting together as a single classor any other event should occur, and authorization of all actions taken by the Equityholders’ Representative pursuant to serve in this Agreement shall be as valid as if such capacitydeath, incompetence, or incapacity or other event had not occurred, regardless of whether the Purchaser or the Equityholders’ Representative, or any of them, shall have received notice of such death, incompetence, incapacity, or other event. The Equityholders’ Representative may resign from such position at any time upon written notice to Parentwill be promptly reimbursed by the Equityholders for all reasonable expenses, disbursements and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated advances incurred by the Equityholders’ Representative in such capacity upon demand and shall survive have no obligation under any circumstances to advance funds to the deathEquityholders for any such expenses, incapacity, illness, bankruptcy, dissolution, disbursements and advances. The Equityholders’ Representative will incur no liability of any kind with respect to any action or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither omission by the Equityholders’ Representative nor in connection with the Equityholders’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of its Representatives liability directly resulting from the Equityholders’ Representative’s gross negligence or willful misconduct. The Equityholders’ Representative shall not be liable for any act done action or omitted hereunder as Equityholders’ Representative while acting in good faith and in omission pursuant to the exercise advice of reasonable judgmentcounsel. The Company Stockholders Equityholders, severally and Equity Award Holders shall severallyjointly, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder agree to indemnify and Equity Award Holder, indemnify hold harmless the Equityholders’ Representative for and hold from any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the Equityholders’ fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and Losses”) arising out of or in connection with the acceptance Equityholders’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or administration incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Equityholders’ Representative’s duties hereunder, including the fees and expenses Equityholders’ Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Equityholders’ Representative by the Equityholders, any legal counsel retained such Representative Losses may be recovered by the Equityholders’ Representative. The Company Stockholders Representative from (i) the funds in the Expense Fund and Equity Award Holders acknowledge (ii) the amounts in the Adjustment Escrow Fund and Indemnity Escrow Fund at such time as remaining amounts would otherwise be distributable to the Equityholders; provided, that while this section allows the Equityholders’ Representative shall to be paid from the aforementioned sources of funds, this does not be required relieve the Equityholders from their obligation to expend promptly pay such Representative Losses as they are suffered or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powersincurred, rights, duties or privileges or administration of its duties as nor does it prevent the Equityholders’ Representative hereunderfrom seeking any remedies available to it at law or otherwise. The Equityholders acknowledge and agree that the foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. 10.6.4 Notwithstanding anything in this Agreement to the contrary, any claim, action or dispute (cwhether under Section 9.1 or otherwise) A decisionbetween Purchaser and one or more or individual Equityholders for breach of a representation and warranty under Article IV, actbreach of a covenant or agreement under this Agreement or Fraud committed by such individual Equityholder(s) and not by all Equityholders, consent shall be brought and maintained by Purchaser directly against such individual Equityholder(s), and Equityholders’ Representative shall have no duties or instruction authority with respect to such claims. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the limitations on liability of the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Equityholders’ Representative shall constitute a decisionunder this Section 10.6.3. 10.6.5 At the Closing, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect the Purchaser will wire US$75,000.00 (the “Expense Fund”) to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being a Selling Expense, which will be used for the decisionpurposes of paying directly, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that reimbursing the Equityholders’ Representative is not providing for, any investment supervision, recommendations or advicethird party expenses pursuant to this Agreement and any ancillary agreements hereto. The relationship created herein is Equityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Equityholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any Company Stockholder other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or Equity Award Holder for any purpose as soon as practicable following the completion of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of’s duties, the Equityholders’ Representative unless performance will deliver the balance of the Expense Fund to the Payments Administrator for further distribution to the Equityholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Equityholders’ Representative is expressly provided for in such covenant or Equityholders at the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect time of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunderClosing. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At As of the Closingdate hereof, Fortis Advisors LLC, a Delaware limited liability company, shall be and hereby is constituted and appointed as the Equityholders’ Representative and as the true and lawful attorney-in-fact and exclusive agent under this Agreement, the Paying Agent Agreement and the Escrow Agreement, with full and exclusive power and authority on the behalf of each Holder to (i) consummate the Transactions in accordance with the terms and conditions set forth in this Agreement and the Escrow Agreement, (ii) pay each such Holder’s allocable share of expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement and the Escrow Agreement, (iii) receive, give receipt of and disburse any funds received hereunder or under the Escrow Agreement on behalf of or to each such Holder, (iv) hold back from disbursement to all of the Holders collectively any such funds to the extent it reasonably determines may be necessary or required under the terms and conditions of this Agreement or Law (including with respect to the payment of each Holder’s expenses in accordance with clause (ii)), (v) execute and deliver on behalf of each such Holder all documents contemplated herein or in the Escrow Agreement, and any amendment or waiver hereto or thereto, (vi) give and receive notices on behalf of the Holders collectively, (vii) give any written direction to the Escrow Agent or Paying Agent and (viii) take any action it deems necessary, advisable or appropriate in respect of any claim (including settlement thereof) made by any Parent Indemnified Party, or to be made on behalf of the Seller Indemnified Parties against Parent, for indemnification pursuant to Article X, (ix) pursue a claim for indemnification under Section 10.3 and take any action it deems necessary, advisable or appropriate in respect of any such claim (including settlement thereof). Each of the Holders, by accepting the consideration payable to it hereunder and without any further action of any of the Holders or the Company, hereby irrevocably appoints the Equityholders’ Representative to be its attorney-in-fact and exclusive agent under this Agreement, the Paying Agent Agreement and the Escrow Agreement and grants unto said attorney-in-fact full power and authority (a) to do and perform each and every act and thing necessary or required to be done in connection with the Transactions as fully to all intents and purposes as such Holders might or could do in person (including all of the actions described more fully above), (b) to do or refrain from doing any further act or deed on behalf of any Company Stockholder the Holders which the Equityholders’ Representative deems necessary or Equity Award Holderappropriate in its sole discretion relating to the subject matter of this Agreement, the Paying Agent Agreement and the Escrow Agreement, and (c) to do all things and to perform all acts, as contemplated by or deemed advisable by the Equityholders’ Representative in connection with this Agreement, the Paying Agent Agreement, the Escrow Agreement or the Equityholders’ Representative Engagement Agreement. Notwithstanding the foregoing, the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and have no obligation to act on behalf of such Personsthe Holders, to give except as expressly provided herein, in the Paying Agent Agreement, in the Escrow Agreement and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises ofin the Equityholders’ Representative Engagement Agreement, and demand arbitration and comply with orders for purposes of courts and awards of arbitrators with respect to all claims and disputes under this Agreement and any other Transaction Agreementclarity, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in the judgment there are no obligations of the Equityholders’ Representative for in any other ancillary agreement, schedule, exhibit or the accomplishment Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Equityholders’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Holder of the foregoing. The Company Stockholder Approval willwhole or any fraction of his, to the maximum extent permitted under Applicable Law her or its interest in any escrow or other funds in which such Holder may have an interest. (including DGCL § 251(b))b) All decisions, constitute knowing actions, consents and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization instructions of the Equityholders’ Representative authorized to serve be made, taken or given pursuant to Section 11.17(a) shall be final and binding upon all the Holders and all of their successors as if expressly confirmed and ratified in writing by each such capacityHolder, and no Holder shall have and each hereby waives any right to object, dissent, protest or otherwise contest the same taken in good faith. The Certain Holders have entered into an engagement agreement (the “Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from Engagement Agreement”) with the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by provide direction to the Equityholders’ Representative in connection with its services under this Agreement, the Paying Agent Agreement, the Escrow Agreement and shall survive the deathEquityholders’ Representative Engagement Agreement (such Holders, incapacityincluding their individual representatives, illness, bankruptcy, dissolution, or other inability collectively hereinafter referred to act of each Company Stockholder or Equity Award Holder. (b) as the “Advisory Group”). Neither the Equityholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of its Representatives shall be liable for any act done or omitted hereunder as the Advisory Group (collectively, the “Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders Group”) shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against incur any loss, liability to any Holder for any action or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or failure to act in connection with the acceptance or administration of the Equityholders’ Representative’s duties responsibilities hereunder, including under the fees and expenses of any legal counsel retained by Paying Agent Agreement, under the Escrow Agreement or under the Equityholders’ RepresentativeRepresentative Engagement Agreement except and only to the extent of actions or omissions constituting willful misconduct or gross negligence of the Equityholders’ Representative in connection therewith. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Paying Agent Agreement, the Escrow Agreement, the Equityholders’ Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Equityholders’ Representative shall not be required to take any action unless the Equityholders’ Representative has been provided by the Holders with funds, security or indemnities which, in its determination, are sufficient to protect the Equityholders’ Representative against the costs, expenses and liabilities which may be incurred by the Equityholders’ Representative in performing such actions. The Equityholders’ Representative shall not have by reason of this Agreement or the Escrow Agreement a fiduciary relationship in respect of any Holder. The Equityholders’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or the Escrow Agreement. (c) The Holders shall be bound by all actions taken and documents executed by the Equityholders’ Representative in connection with this Agreement and the Company Documents, and Parent and the other Parent Related Parties shall be entitled to rely on any action or decision of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Holders. The Equityholders’ Representative shall be entitled to: (i) rely upon the Holder Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Holder or other party. (d) In the event that the Equityholders’ Representative becomes unable to perform the Equityholders’ Representative’s responsibilities or resigns from such position, the Holders that held, immediately prior to the Closing, a majority of the issued and outstanding shares of Common Stock of the Company shall select another representative to fill such vacancy and such substituted representative shall (i) be deemed to be the Equityholders’ Representative for all purposes of this Agreement and the Escrow Agreement and (ii) exercise the rights and powers of, and be entitled to the indemnity, reimbursement and other benefits of, the Equityholders’ Representative. (e) By accepting the consideration payable to them hereunder, the Holders agree, severally (and not jointly and severally) on a pro rata basis (in accordance with the sum of each of the respective amounts payable to them as set forth on (i) the Final Closing Statement and (ii) any updated versions of Holder Payment Schedule prepared by the Equityholders’ Representative in accordance with Section 11.17(g) as of the time of determination) to indemnify the Equityholders’ Representative Group for, and to defend and hold the Equityholders’ Representative Group harmless from and against, any and all losses, liabilities, claims, damages, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Administrative Expenses”) incurred without willful misconduct or gross negligence on the part of the Equityholders’ Representative, arising out of or in connection with the acceptance or administration of its duties as hereunder, under the Paying Agent Agreement, under the Escrow Agreement or under the Equityholders’ Representative hereunderEngagement Agreement or the Equityholders’ Representative’s carrying out its duties under Section 3.12(e) or Section 11.17(g). The foregoing indemnities Equityholders’ Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in good faith upon the opinion of such counsel. Such Administrative Expenses may be recovered first, from the Equityholders’ Representative Expense Account, second, from any distribution of amounts otherwise distributable to the Holders at the time of distribution, and third, directly from the Holders. The immunity and indemnity rights under this Section 11.17 shall survive the Closingresignation, the resignation replacement or removal of the Equityholders’ Representative or any member of the Advisory Group and/or the termination of this Agreement, the Paying Agent Agreement or the Escrow Agreement. (cf) A decision, act, consent or instruction of The Equityholders’ Representative Expense Amount shall be deposited by Parent into the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and Expense Account. The Equityholders’ Representative Expense Amount shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of held by the Equityholders’ Representative in the Equityholders’ Representative Expense Account and shall be used (i) for the purposes of paying directly or reimbursing the Equityholders’ Representative for any Administrative Expenses incurred pursuant to this Agreement, the Paying Agent Agreement, the Escrow Agreement or any Equityholders’ Representative Engagement Agreement, or (ii) as being otherwise determined by the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) Advisory Group. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or adviceadvice and shall have no responsibility or liability for any loss of principal of the Equityholders’ Representative Expense Account other than as a result of its gross negligence or willful misconduct. The relationship created herein Equityholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Equityholders’ Representative Expense Account and has no tax reporting or income distribution obligations. The Holders will not receive any interest on the Equityholders’ Representative Expense Account and assign to the Equityholders’ Representative any such interest. Subject to Advisory Group approval, the Equityholders’ Representative may contribute funds to the Equityholders’ Representative Expense Account from any consideration otherwise distributable to the Holders. (g) The Equityholders’ Representative may release at any time, in its sole discretion, all or any portion of the Equityholders’ Representative Expense Account to the Paying Agent and/or the Surviving Company, as applicable, for further distribution to the Holders and shall so release the remaining Equityholders’ Representative Expense Account (if any) as soon as reasonably determined by the Equityholders’ Representative that the Equityholders’ Representative Expense Account is no longer required to be construed withheld If the Equityholders’ Representative decides to release any portion of the Equityholders’ Representative Expense Amount pursuant to this Section 11.17(g), Equityholders’ Representative shall (i) prepare and deliver to the Advisory Group an updated Holder Payment Schedule, which shall include the amount of each Holder’s (other than a Holder of Dissenting Shares in respect of such Dissenting Shares) Pro Rata Percentage of the portion of the Equityholders’ Representative Expense Amount, to be released, and (ii) release all or such portion of the Equityholders’ Representative Expense Amount less the employer portion of any payroll Taxes imposed with respect to such amount payable to the holders of Company Options and the EBU Holders, as applicable, to the Paying Agent or the Escrow Agent, as applicable, for further distribution as follows: (x) twenty percent (20%) of the applicable amount to the EBU Holders based on the applicable percentage opposite such EBU Holder’s name on the Holder Payment Schedule under the heading “Unitas Holdings Corp. EBU Ownership Ledger” and (y) eighty percent (80%) of the applicable amount to the Holders (other than a joint venture Holder of Dissenting Shares in respect of such Dissenting Shares) based on the percentage of the aggregate amount of the Closing Stock Consideration and Closing Option Payments that the applicable Holder became entitled to receive at the Effective Time; provided that any amounts payable to holders of Company Options or to the EBU Holders shall be paid to the Surviving Corporation, and the employer portion of any form payroll Taxes imposed with respect to such amount payable to the holders of partnership between Company Options and the EBU Holders shall be released to the Surviving Corporation (and the Surviving Corporation shall use such increased amount to pay such payroll Taxes), and Parent shall cause the Surviving Corporation to pay all such amounts payable to the holders of Company Options in accordance with the mechanics described in Section 3.3 and payable to the EBU Holders in accordance with terms of the applicable governing documents and, in any event, at or among about the same time as payments are made to the other Holders (other than a Holder of Dissenting Shares in respect of such Dissenting Shares). (h) The Equityholders’ Representative represents and warrants to each other party hereto that: (i) the Equityholders’ Representative (A) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and (B) has the requisite right, limited liability company power, authority and legal capacity to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance of this Agreement by the Equityholders’ Representative (A) has been duly and validly authorized by all necessary action of the Equityholders’ Representative, its managers, directors, members, partners, officers or equityholders (as applicable) and (B) does not conflict with the organizational documents of the Equityholders’ Representative or conflict with or result in the breach of, or constitute a default under, any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty Contract to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that which the Equityholders’ Representative is party to bound; and (iii) this Agreement solely for purposes is a legal, valid and binding obligation of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunderenforceable against it in accordance with its terms. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (ai) At Each Equityholder hereby authorizes, directs and appoints (and each other holder of Company Capital Stock pursuant to the Closingterms of such Stockholder’s Transmittal Letter and the Joinder Agreement and each other Optionholder pursuant to the terms of such Optionholder’s Option Cancellation Agreement shall authorize direct and appoint) Actua USA Corporation to act as sole and exclusive agent, without further act attorney-in-fact and representative of the Equityholders (the “Equityholders’ Representative”) and authorizes and directs the Equityholders’ Representative to (A) take any Company Stockholder and all actions (including executing and delivering any documents, incurring any costs and expenses on behalf of the Equityholders and making any and all determinations) which may be required or Equity Award Holderpermitted by this Agreement to be taken by the Equityholders, (B) exercise such other rights, power and authority, as are authorized, delegated and granted to the Equityholders’ Representative pursuant to this Agreement, the Escrow Agreement, the Paying Agent Agreement, any Transmittal Letter or any Option Cancellation Agreement, and (C) exercise such rights, power and authority as are incidental to the foregoing. Notwithstanding the foregoing, the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and have no obligation to act on behalf of the Equityholders, except as provided herein, in the Escrow Agreement, in the Paying Agent Agreement and the documents contemplated hereby and thereby. Any such Personsactions taken, to give and receive notices and communicationsexercises of rights, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises ofpower or authority, and demand arbitration any decision or determination made by the Equityholders’ Representative consistent therewith, shall be absolutely and comply with orders of courts irrevocably binding on each Equityholder, and awards of arbitrators with respect such Equityholder’s successors, as if such holder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such holder’s capacity and all defenses which may be available to all claims and disputes under this Agreement and any other Transaction AgreementEquityholder to contest, to negotiate and execute any waivers negate or amendments of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in disaffirm the judgment action of the Equityholders’ Representative for taken in good faith under this Agreement or the accomplishment of the foregoingEscrow Agreement are waived. The Company Stockholder Approval willpowers, immunities and rights to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization of indemnification granted to the Equityholders’ Representative to serve Group (as defined below) hereunder (x) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Equityholder and shall be binding on any successor thereto and (y) shall survive the delivery of an assignment by any Equityholder of the whole or any fraction of his, her or its interest in such capacity. The the Escrow Fund. (ii) Each Equityholder agrees that neither the Equityholders’ Representative may resign from such position at any time upon written notice to Parentnor its members, managers, directors, officers, contractors, agents and employees (collectively, the Company Stockholders and Equity Award Holders shall appoint a replacement “Equityholders’ Representative by approval of BCC Enven InvestmentsGroup”), L.P. on written notice to Parent. No bond shall be required of liable for any actions taken or omitted to be taken under or in connection with this Agreement, the Escrow Agreement, the Paying Agent Agreement or any Equityholders’ Representative engagement agreement, or the transactions contemplated hereby or thereby, except for such actions taken or omitted to be taken resulting from the Equityholders’ Representative’s willful misconduct. Notices Furthermore, each Equityholder shall indemnify, defend and hold harmless, severally (and not jointly), pro rata based upon such Equityholder’s Pro Rata Share, from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including reasonable attorneys’ fees and expenses of other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or communications amounts paid in settlement (collectively, “Representative Expenses”) paid or incurred by the Equityholders’ Representative in connection with the performance of its obligations as Equityholders’ Representative, including in the defense of any indemnification claim brought against the Responsible Persons under Section 8. The payment of such expenses shall first be made by the Equityholders’ Representative out of the Reserve Account, second, from any distribution of the Indemnity Escrow Fund otherwise distributable to or from the Equityholders at the time of distribution, and thereafter the Equityholders’ Representative shall constitute notice have the right to or demand payment with respect to such expenses from each of the Company Stockholders Equityholder severally (and Equity Award Holders. not jointly), pro rata based upon each such Equityholder’s Pro Rata Share. (iii) The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may Reserve Account shall be delegated held by the Equityholders’ Representative as agent and for the benefit of the Equityholders in a segregated client account and shall survive be used (A) for the death, incapacity, illness, bankruptcy, dissolution, purposes of paying directly or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither reimbursing the Equityholders’ Representative nor any of its Representatives shall be liable for any act done Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or omitted hereunder as any Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severallyletter agreement, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received or (B) as otherwise determined by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ RepresentativeGroup. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ 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 as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or adviceadvice and shall have no responsibility or liability for any loss of principal of the Reserve Account other than as a result of its gross negligence or willful misconduct. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving not acting as a withholding agent or in any similar capacity in connection with the “Equityholders’ Representative” hereunderReserve Account, and has no action, suit, claim, investigation tax reporting or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the income distribution obligations hereunder. The Equityholders’ Representative shall release all amounts remaining in the Reserve Account to the Paying Agent (for further distribution to the Stockholders) and the Company (for further distribution to the Optionholders) for further distribution to the Equityholders, in each case in accordance with respect to this Agreement the Distribution Waterfall, upon the later of the Release Date (as defined in the Escrow Agreement) or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement resolution of or by all indemnification claims against the “parties” or “each Responsible Persons still pending as of the parties” will not be deemed to require performance byRelease Date. (iv) The Parties agree that Parent and Merger Sub and, or be an agreement offollowing the Closing, the Equityholders’ Representative unless performance Surviving Corporation, shall be entitled to rely on any action taken by the Equityholders’ Representative Representative, on behalf of each of the Equityholders, pursuant to this Section 9(i) (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Equityholder as fully as if such Equityholder had taken such Authorized Action. The Equityholders agree to pay, based on their respective Pro Rata Shares, and to indemnify and hold harmless, based on their respective Pro Rata Shares, the Parent Group from and against any Losses which they may suffer, sustain, or become subject to, as the result of any claim by any Person that an Authorized Action is expressly provided for in such covenant not binding on, or the enforceable against, any Equityholder. (v) The Equityholders’ Representative expressly so agrees in writing)shall be entitled to: (A) rely upon the Distribution Waterfall, (B) rely upon any signature believed by it to be genuine, and (C) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party. The Equityholders’ Representative may resign at any time following the Closing Date, and may be removed or replaced by the vote of the Equityholders who, immediately prior to the Effective Time, held at least a majority of the outstanding shares of Company Capital Stock, in each case, case upon five (i5) other than in respect of matters arising from days’ prior written notice to Parent. The immunities and rights to indemnification shall survive the resignation or in connection with bad faith on the part removal of the Equityholders’ Representative and (ii) without limiting the Closing and/or any separate Contract that may be entered into between termination of this Agreement, the Equityholders’ Representative, on Escrow Agreement and the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunderPaying Agent Agreement. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At Each of the ClosingEquityholders hereby constitutes and irrevocably appoints, without further act of any Company Stockholder or Equity Award Holdereffective from and after the date hereof, the Equityholders’ Representative shall be appointed Xxxx X. XxXxxxx as such Equityholder’s agent and attorney-in-fact for (in such capacity, the “Equityholders’ Representative”), with full power of substitution to act as Equityholders’ Representative on behalf of the Equityholders to the extent and in the manner set forth in this Agreement. In the event of the resignation of the Equityholders’ Representative, a successor Equityholders’ Representative reasonably satisfactory to Buyer shall thereafter be appointed by an instrument in writing signed by Buyer, each Company Stockholder of the Equityholders and Equity Award Holdersuch successor Equityholders’ Representative. (b) The Equityholders’ Representative is hereby authorized and empowered to act for, for and on behalf of such Persons, to give and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises 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 2.4, (ii) the termination of this Agreement as set forth in Section 8.1 and demand arbitration (iii) such other matters as are reasonably necessary for the consummation of the Contemplated Transactions including, without limitation, (A) to direct or receive 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 comply collect from the Equityholders (in accordance with orders each Equityholder’s Applicable Portion) any amounts paid in settlement of courts any claims under this Agreement, (D) authorize the delivery or release to Buyer of funds held in the Adjustment Escrow Account and awards the Indemnity Escrow Account, (E) to terminate, amend, waive any provision of, or abandon, this Agreement or any of arbitrators with respect the Ancillary Documents, (F) to act as the representative of the Equityholders to review and authorize all claims and disputes under this Agreement and any other Transaction Agreementor question the accuracy thereof, (G) to negotiate and execute compromise on their behalf with Buyer any waivers claims asserted hereunder and to authorize payments to be made with respect thereto, (H) to distribute any payments to Equityholders as contemplated by this Agreement, (I) to take such further actions as are authorized in this Agreement or amendments the Ancillary Documents, and (J) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Ancillary Documents), certificates, receipts, consents, elections, instructions and other documents contemplated by or deemed by the Equityholders’ Representative to be necessary or desirable in connection with this Agreement, the Ancillary Documents and the Contemplated Transactions. Buyer shall be entitled to rely on such appointment and to treat the Equityholders’ Representative as the duly appointed attorney-in-fact of each Equityholder. Notices given to the Equityholders’ Representative in accordance with the provisions of this Agreement shall constitute notice to the Equityholders for all purposes under this Agreement. The Equityholders’ Representative shall not have any duties or any other Transaction responsibilities except those expressly set forth in this Agreement, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be read into this Agreement and to take all actions necessary or appropriate in shall otherwise exist against the judgment Equityholders’ Representative. (c) The appointment of the Equityholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Equityholders’ Representative pursuant to the authority set forth 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 or omissions of the Equityholders’ Representative constituting intentional fraud. The death or incapacity, or dissolution or other termination of existence, of any Equityholder shall not terminate the authority and agency of the Equityholders’ Representative. Buyer and any other Party to an Ancillary Document in dealing with the Equityholders’ Representative may conclusively rely, without inquiry, upon any act of the Equityholders’ Representative as the act of the Equityholders. (d) Each Equityholder hereby releases the Equityholders’ Representative from, and each Equityholder agrees to indemnify the Equityholders’ Representative against, liability for any action taken or not taken by the Equityholders’ Representative in its capacity as such (including the expenses referred to in Section 10.1(e) hereof), except for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization liability of the Equityholders’ Representative to serve an Equityholder for loss which such Equityholder may suffer from the willful misconduct or gross negligence of the Equityholders’ Representative in such capacitycarrying out its duties hereunder or under the Ancillary Documents. The Equityholders’ Representative may resign from such position at shall not be liable to any time upon written notice Equityholder or to Parentany other Person, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice with respect to Parent. No bond shall any action taken or omitted to be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated taken by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of in its Representatives shall be liable for any act done or omitted hereunder role as Equityholders’ Representative while acting under or in good faith and in the exercise connection with this Agreement or any Ancillary Document, unless such action or omission results from or arises out of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability intentional fraud or expense incurred without bad faith willful misconduct on the part of the Equityholders’ Representative Representative, and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative shall not be required liable to expend or risk its own funds or otherwise incur any financial liability Equityholder in the event that, in the exercise or performance of any of its powersreasonable judgment, rights, duties or privileges or administration of its duties as the Equityholders’ Representative hereunder. The foregoing indemnities believes there will survive the Closing, the resignation or removal of not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyer against the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders . Buyer acknowledges and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge agrees that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party Party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and that no action, suit, claim, investigation or proceeding will claim shall be brought by, by or on behalf of, any Company Stockholder or Equity Award Holder of Buyer against the Equityholders’ Representative with respect to this Agreement Agreement, any Ancillary Document or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder Contemplated Transactions (with it being understood that any covenant or agreement of or that requires performance by the “partiesParties” or a “each of Party” at or prior to the parties” will Closing shall not be deemed to require performance by, or be an agreement of, by the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or agreement). (e) The Equityholders’ Representative shall receive no compensation for service as such but shall receive reimbursement from, and be indemnified from, the Equityholders’ Representative expressly so agrees Expense Amount, by the Equityholders, in writingaccordance with each Equityholder’s Applicable Portion, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees (collectively, the “Equityholders’ Representative Expenses”), incurred by the Equityholders’ Representative in each case, (i) other than the performance or discharge of its duties set forth in respect of matters arising from or in connection with bad faith on this Section 10.1. If the part amount of the Equityholders’ Representative Expense Amount is less than the Equityholders’ Representative Expenses, each Equityholder hereby agrees to pay, and shall pay, to the Equityholders’ Representative an amount equal to the product of (i) such Equityholder’s Applicable Portion, times (ii) without limiting any separate Contract that may be entered into the difference between (x) the Equityholders’ Representative, on the one hand, Representative Expenses and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding (y) the Equityholders’ Representative’s role as Equityholders’ Representative hereunderExpense Amount. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At By the Closingadoption of the Merger, without further act of and by receiving the benefits thereof, including any Company Stockholder or Equity Award Holderconsideration payable hereunder, the Equityholders’ Representative each Equityholder shall be appointed deemed to have approved Shareholder Representative Services LLC as agent the agent, representative, proxy and attorney-in-fact for each Company Stockholder of the Equityholders to act as Equityholders' Representative as of Closing for all purposes in connection with this Agreement and Equity Award Holder, any agreements ancillary hereto. (b) Equityholders' Representative is hereby authorized by each Equityholder to act for and on behalf of such Persons, to give and receive notices and communications, to retain and appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply Equityholder for all purposes in connection with orders of courts and awards of arbitrators with respect to all claims and disputes under this Agreement and any related agreements, including to: (i) take all actions required by, and exercise all rights granted to, Equityholders' Representative in this Agreement and the other Transaction Documents; (ii) receive all notices or other documents given or to be given to the Equityholders by Buyer or the Company pursuant to this Agreement and the other Transaction Documents; (iii) receive and accept service of legal process in connection with any Action against the Equityholders or the Company arising under this Agreement or any Transaction Document; (iv) undertake, compromise, defend, settle, and deal in any way with any Action or indemnity claim hereunder on behalf of the Equityholders as a group or any Equityholder arising under this Agreement or any Transaction Document; (v) execute and deliver on behalf of the Equityholders, or any of the Equityholders, all agreements, certificates and documents required or deemed appropriate by the Equityholders' Representative in connection with any of the transactions contemplated hereby or under the other Transaction Documents, whether before, at, or after Closing hereunder; (vi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated hereby or under the other Transaction Documents whether before, at, or after Closing hereunder; (vii) consent to the settlement of any disputes in connection with Section 1.6 of this Agreement; and (viii) take such other action as the Equityholders' Representative may deem appropriate, including: (A) agreeing on behalf of the Equityholders, or any of the Equityholders, to negotiate and execute any waivers waiver, modification or amendments amendment of this Agreement or any Transaction Document and executing and delivering an agreement of such waiver, modification or amendment; and (B) all such other Transaction Agreement and to take all actions matters as the Equityholders' Representative may deem necessary or appropriate to carry out the intent and purposes of this Agreement and the other Transaction Documents. (c) Buyer and its Affiliates and the Escrow Agent will be entitled to rely upon, and will be fully protected in relying upon, the judgment power and authority of the Equityholders’ ' Representative for without independent investigation. Buyer and its Affiliates and the accomplishment of the foregoing. The Company Stockholder Approval will, Escrow Agent will have no liability whatsoever to the maximum extent permitted under Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, and authorization Equityholders or any other Persons for any acts or omissions of the Equityholders’ ' Representative, or any acts or omissions taken or not taken by Buyer or any other Persons at the direction of the Equityholders' Representative. (d) Except as otherwise indicated by the Equityholders' Representative in writing to serve Buyer, after the Closing, a decision, act, consent or instruction of the Equityholders' Representative relating to this Agreement and the other Transaction Documents will constitute a decision for all of the Equityholders, and will be final, binding and conclusive upon the Equityholders, and Buyer may rely upon any such decision, act, consent or instruction of the Equityholders' Representative as being the decision, act, consent or instruction of every Equityholder and Buyer will have no liability to any Equityholder as a result of such reliance; provided that, upon payment by Buyer of any amount required to be paid by Buyer to Equityholders' Representative (on behalf of the Equityholders) under this Agreement or the other Transaction Documents, Buyer will have no further obligations or liabilities to the Equityholders' Representative or any Equityholder with respect to such payment, and such Equityholder hereby waives any and all claims against Buyer with respect to such payment and agrees to indemnify and hold harmless Buyer for any claims made by such Equityholder with respect to such payment. (e) The Equityholders' Representative will incur no liability in such capacityconnection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent, and the Company Stockholders and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ ' Representative shall constitute notice to or from each of the Company Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of each Company Stockholder or Equity Award Holder. (b) Neither the Equityholders’ Representative nor any of its Representatives shall not be liable for any act done action or omitted hereunder as Equityholders’ Representative while acting in good faith and in omission pursuant to the exercise advice of reasonable judgmentcounsel. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis Equityholders' Representative may act in accordance with the percentage of the aggregate Per Share Consideration reliance upon any written instrument or signature received by each Company Stockholder it and Equity Award Holder, reasonably believed to be genuine and/or properly executed. The Equityholders shall indemnify the Equityholders’ ' Representative and hold the Equityholders’ Representative harmless against any lossreasonable, liability or expense incurred without bad faith on the part of the Equityholders’ documented, and out-of-pocket losses, liabilities and expenses ("Representative and Losses") arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the acceptance event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or administration willful misconduct of the Equityholders’ ' Representative’s duties hereunder, including the fees and expenses Equityholders' Representative will reimburse the Equityholders the amount of any legal counsel retained such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that ' Representative from (i) the funds in the Equityholders’ ' Representative shall Expense Fund and (ii) any other funds that become payable to the Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Equityholders; provided, that while the Equityholders' Representative may be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Equityholders' Representative be required to expend or risk advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise incur any financial liability applicable to, the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties as indemnities provided to the Equityholders’ ' Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ ' Representative or the termination of this Agreement. (cf) A decisionAt the Closing, actBuyer shall deliver to the Equityholders' Representative an amount equal to the Equityholders' Representative Expense Fund Amount (the "Equityholders' Representative Expense Fund") to be held to cover and reimburse the fees and expenses incurred by the Equityholders' Representative for its obligations in connection with the Transaction Documents, consent the transactions contemplated thereby, and any related agreements. The Equityholders will not receive any interest or instruction earnings on the Equityholders' Representative Expense Fund and irrevocably transfer and assign to the Equityholders' Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholders' Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Equityholders’ ' Representative's responsibilities, the Equityholders' Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and the Exchange Agent may rely upon will deliver any such decision, act, consent or instruction remaining balance of the Equityholders’ ' Representative Expense Fund to the Paying Agent for further distribution to the Equityholders. For tax purposes, the Equityholders' Representative Expense Fund will be treated as being having been received and voluntarily set aside by the decision, act, consent or instruction Equityholders at the time of each and every Company Stockholder and Equity Award HolderClosing. (dg) The Company Stockholders and Equity Award Holders acknowledge that If the Equityholders’ ' Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, shall resign or be an agreement of, the Equityholders’ Representative unless performance removed by the Equityholders’ Representative is expressly provided for in , the Equityholders shall (by consent of those Persons entitled to at least a majority of the Merger Consideration), within 10 days after such covenant resignation or removal, appoint a successor to the Equityholders’ ' Representative. Any such successor shall succeed the former Equityholders' Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of as the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ ' Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At Effective upon and by virtue of the Closingvote of the Shareholders approving and adopting this Agreement and the Merger, and without any further act of any Company Stockholder or Equity Award Holderof the Indemnitors, the Equityholders’ Representative shall be hereby appointed as agent the representative of the Indemnitors and as the attorney-in-fact for each Company Stockholder and Equity Award Holder, agent for and on behalf of each Indemnitor with respect to (i) any claims by any Indemnified Party against the Escrow Fund under Articles 2 and 11 of this Agreement and (ii) any amendments to the Escrow Agreement. The Equityholders’ Representative hereby accepts such Personsappointment. The Equityholders’ Representative shall have the authority to take any and all actions and make any decisions required or permitted to be taken by the Equityholders’ Representative under the Escrow Agreement and this Agreement, including the exercise of the power to give and receive notices and communications(iii) authorize the payment of all or any part of the Escrow Amount, to retain and appoint advisors and to assert, (iv) agree to, negotiate, enter into settlements and compromises of, and commence any suit, action or proceeding, demand arbitration of, and comply with orders of courts and or awards of arbitrators with respect to, claims by any Indemnified Party against the Escrow Fund under Articles 2 and 11 of this Agreement, (v) arbitrate, litigate, resolve, settle or compromise any dispute that may arise pursuant to all claims and disputes under this the Escrow Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement and to (vi) take all actions necessary or appropriate in the judgment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, Equityholders’ Representative will have sole authority and power to act on behalf of each Indemnitor with respect to the maximum extent permitted disposition, settlement or other handling of all claims against the Escrow Fund under Applicable Law (including DGCL § 251(b)), constitute knowing this Agreement and irrevocable ratification and approval of such appointment by the holders of a majority all related rights or obligations of the outstanding Class Indemnitors arising under this Agreement. The Equityholders’ Representative will also have sole authority and power to act on behalf of each Indemnitor with respect to any amendments to the Escrow Agreement. (b) In all matters relating to the disposition, settlement or other handling of claims against the Escrow Fund under this Agreement or any amendments to the Escrow Agreement, the Equityholders’ Representative (or his or her successor) shall be the only party entitled to assert the rights of the Indemnitors. A Common Shares and Series A Preferred Sharesdecision, voting together as a single classact, and authorization consent or instruction of the Equityholders’ Representative to serve in hereunder shall constitute a decision, act, consent or instruction of all Indemnitors and shall be final, binding and conclusive upon each of such capacity. The Indemnitors, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative may resign from such position at any time upon written notice to Parentas being the decision, act, consent or instruction of each and the Company Stockholders every Indemnitor. The Escrow Agent and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investments, L.P. on written notice to Parent. No bond Parent shall be required relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Equityholders’ Representative. Notices or communications . (c) The Equityholders’ Representative shall have the right to or recover from the Escrow Fund his reasonable out-of-pocket expenses (the “Equityholders’ Representative’s Expenses”), prior to any distribution to the Indemnitors, but after any disbursement from the Escrow Fund to any Indemnified Party and the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement; provided, however, that the Equityholders’ Representative shall constitute notice have the right to or recover from each the Escrow Fund Equityholders’ Representative’s Expenses in an aggregate amount of up to $100,000 prior to any distribution to the Company Stockholders Indemnitors and Equity Award Holdersprior to any disbursement from the Escrow Fund to any Indemnified Party and the Escrow Agent. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may Equityholders’ Representative’s Expenses will be delegated paid to the Equityholders’ Representative from the Escrow Fund promptly following delivery by the Equityholders’ Representative and to the Escrow Agent of a written request for payment of such Equityholders’ Representative’s Expenses (which written request shall survive include reasonable documentation to support such Equityholders’ Representative’s Expenses). In the deathevent the Escrow Fund is insufficient to satisfy the Equityholders’ Representative’s Expenses, incapacity, illness, bankruptcy, dissolution, or other inability then each Indemnitor will be obligated to act pay a pro rata portion of each Company Stockholder or Equity Award Holderthe Equityholders’ Representative’s Expenses in excess of the Escrow Fund. (bd) Neither the The Equityholders’ Representative nor will incur no liability with respect to any of its Representatives shall be liable for action taken or suffered by any act done party in reliance upon any notice, direction, instruction, consent, statement or omitted hereunder as other document believed by such Equityholders’ Representative while acting in good 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 his or her own gross negligence, bad faith and in the exercise of reasonable judgment. or willful misconduct. (e) The Company Stockholders and Equity Award Holders Indemnitors shall severally, on a pro rata basis in accordance with the percentage of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award Holder, severally but not jointly indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct, to the extent permitted by Applicable Law, on the part of the Equityholders’ Representative and arising out of or in connection with the acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Equityholders’ Representative. (f) At any time during the term of the Escrow Agreement, a majority-in-interest of holders of any amounts then held in the Escrow Fund may, by written consent, appoint a new representative as the Equityholders’ Representative. The Company Stockholders Notice together with a copy of the written consent appointing such new representative and Equity Award Holders acknowledge bearing the signatures of holders of a majority-in-interest of those holders must be delivered to Parent and the Escrow Agent not less than ten (10) calendar days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Escrow Agent. (g) In the event that the Equityholders’ Representative shall not be required becomes unable or unwilling to expend continue in his or risk its own funds capacity as Equityholders’ Representative, or otherwise incur if the Equityholders’ Representative resigns as a Equityholders’ Representative, a majority-in-interest of the holders of any financial liability amounts then held in the exercise or performance of any of its powersEscrow Fund may, rightsby written consent, duties or privileges or administration of its duties appoint a new representative as the Equityholders’ Representative hereunderRepresentative. The foregoing indemnities will survive the Closing, the resignation or removal Notice and a copy of the Equityholders’ Representative written consent appointing such new representative and bearing the signatures of the holders of a majority-in-interest of such holders must be delivered to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the termination of this Agreement. (c) A decision, act, date such consent or instruction of the Equityholders’ Representative shall constitute a decision, act, consent or instruction of all Company Stockholders and Equity Award Holders, with respect to the matters set out in Section 10.04(a) and shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and is received by Parent and its Subsidiaries and the Exchange Agent may rely upon any such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each and every Company Stockholder and Equity Award HolderEscrow Agent. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance by the Equityholders’ Representative is expressly provided for in such covenant or the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.

Equityholders’ Representative. (a) At the Closing, without further act of any Company Stockholder or Equity Award Holder, The Parties have agreed that it is desirable to designate the Equityholders’ Representative shall be appointed as agent and attorney-in-fact for each Company Stockholder and Equity Award Holder, for and to act on behalf of such Personsthe Equityholders for certain limited purposes, to give as specified herein. The execution and receive notices and communications, to retain and appoint advisors and to assert, 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 all claims and disputes under this Agreement and any other Transaction Agreement, to negotiate and execute any waivers or amendments delivery of this Agreement or any other Transaction Agreement and to take all actions necessary or appropriate in by the judgment of the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval willEquityholders shall, to the maximum extent permitted under Applicable Law (including DGCL § 251(b))applicable Law, constitute knowing and irrevocable ratification and approval of such appointment designation by the holders of a majority of the outstanding Class A Common Shares and Series A Preferred Shares, voting together as a single class, Equityholders and authorization of the Equityholders’ Representative to serve in such capacity. The Equityholders’ Representative may resign from such position at capacity (including to settle any time upon written notice to Parentand all disputes with Parent under this Agreement and the Escrow Agreement), and the Company Stockholders shall also constitute a reaffirmation, approval, acceptance and Equity Award Holders shall appoint a replacement Equityholders’ Representative by approval of BCC Enven Investmentsadoption of, L.P. on written notice and an agreement to Parent. No bond shall be required comply with and perform, all of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each of the Company Stockholders acknowledgments and Equity Award Holders. The power of attorney granted in this Section 10.04 is coupled with an interest and is irrevocable, may be delegated agreements made by the Equityholders’ Representative on behalf of the Equityholders in this Agreement and the other documents delivered in connection herewith (including the Escrow Agreement). The designation of the Equityholders’ Representative is coupled with an interest, and, except as set forth in the immediately preceding sentence, such designation is irrevocable and shall survive not be affected by the death, incapacity, illness, bankruptcy, dissolution, dissolution or other inability to act on behalf of each Company Stockholder or Equity Award Holder. (b) Neither any of the Equityholders. A new Equityholders’ Representative nor may be appointed at any time by the vote of its Representatives shall be liable for any act done or omitted hereunder as Equityholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders and Equity Award Holders shall severally, on a pro rata basis in accordance with the percentage Persons which collectively own all of the aggregate Per Share Consideration received by each Company Stockholder and Equity Award HolderInterests as of immediately prior the Closing, indemnify such appointment to become effective upon the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Equityholders’ Representative and arising out of or in connection with the written acceptance or administration of the Equityholders’ Representative’s duties hereunder, including the fees and expenses of any legal counsel retained thereof by the new Equityholders’ Representative. The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance Written notice of any of its powers, rights, duties or privileges or administration of its duties as the Equityholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Equityholders’ Representative or the termination of this Agreement. (c) A decision, act, consent or instruction appointment of the Equityholders’ Representative shall constitute a decisionbe delivered by the Equityholders’ Representative to Parent promptly after such action is taken. (b) The Equityholders’ Representative shall have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and in any other document delivered in connection herewith (including the Escrow Agreement), act, consent or instruction including all (and the exclusive) power and authority to settle any and all disputes with Parent under this Agreement and the Escrow Agreement and to amend this Agreement and the other agreements contemplated hereby in any and all respects on behalf of all Company Stockholders of the Equityholders, in each case, as the Equityholders’ Representative determines in its sole discretion, which settlements and Equity Award Holdersamendments shall bind all of the Equityholders hereto as if such Equityholders made such settlement or executed such amendment. Parent, with respect to the matters set out in Section 10.04(a) Surviving Corporation and the Escrow Agent shall be final, binding and conclusive upon each Company Stockholder and Equity Award Holder, and Parent and its Subsidiaries and entitled to rely on the Exchange Agent may rely upon any such decision, act, consent or instruction actions taken by the Equityholders’ Representative without independent inquiry into the capacity of the Equityholders’ Representative as being the decisionto so act. All actions, actnotices, consent or instruction of each communications and every Company Stockholder and Equity Award Holder. (d) The Company Stockholders and Equity Award Holders acknowledge that the Equityholders’ Representative is not providing any investment supervision, recommendations or advice. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Equityholders’ Representative or any Company Stockholder or Equity Award Holder for any purpose of U.S. federal or state law, including federal, state or non-U.S. income Tax purposes. Neither the Equityholders’ Representative nor any of its Affiliates owes any fiduciary or other duty to any Company Stockholder or Equity Award Holder. (e) Each Company Stockholder, Equity Award Holder and the Company acknowledges that the Equityholders’ Representative is party to this Agreement solely for purposes of serving as the “Equityholders’ Representative” hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of, any Company Stockholder or Equity Award Holder against the Equityholders’ Representative with respect to this Agreement or the transactions contemplated hereby, or any statement, certificate, instruction, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” will not be deemed to require performance by, or be an agreement of, the Equityholders’ Representative unless performance determinations by the Equityholders’ Representative is expressly provided for in to carry out such covenant or functions shall conclusively be deemed to have been authorized by, and shall be binding upon, the Equityholders’ Representative expressly so agrees in writing), in each case, (i) other than in respect of matters arising from or in connection with bad faith on the part of the Equityholders’ Representative and (ii) without limiting any separate Contract that may be entered into between the Equityholders’ Representative, on the one hand, and one or more Company Stockholders or Equity Award Holders, on the other hand, regarding the Equityholders’ Representative’s role as Equityholders’ Representative hereunder. (f) Each Company Stockholder and Equity Award Holder, by its acceptance of a portion of the consideration payable hereunder, accepts and agrees to be bound by the provisions set forth in this Section 10.04.