Common use of Equityholders’ Representative Clause in Contracts

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article III, Article IX, Article X, and the Escrow Agreement and the taking by the Equityholders’ Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder and the making of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement and the Escrow Agreement (it being understood that the Equityholders’ Representative shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5). The power of attorney granted in this Section 10.1 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, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative that is an individual), and any such successor shall succeed the Equityholders’ Representative as Equityholders’ Representative hereunder. No bond shall be required of the Equityholders’ Representative, and the Equityholders’ Representative shall receive no compensation for its services.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption Upon approval of this Agreement by pursuant to the Company’s stockholders, and without further action of any EquityholderLLCA, each Equityholder of the Company Members shall be deemed to have irrevocably constituted appointed, authorized and appointed Canaan VII L.P. (and by execution directed Shareholder Representative Services LLC to act as of this Agreement it hereby accepts the Closing as such appointment) as agent Company Member’s agent, representative, proxy and attorney-in-fact (“for all purposes in connection with this Agreement and the agreements ancillary hereto, including for the purpose of effecting the consummation of the Transactions and exercising, on behalf of all Company Members, the rights and powers of the Company Members hereunder and thereunder. Without limiting the generality of the foregoing, the Equityholders’ Representative”) Representative shall have full power and authority, and is hereby directed, for and on behalf of the Equityholders Company Members, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Equityholders’ Representative hereunder in connection with the Transactions and to exercise such rights, power and authority as are incidental thereto, to represent any Company Member at the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Company Members, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the Transactions (any such agreements executed by the Equityholders’ Representative, together with this Agreement, the “Representative Agreements”) (it is nevertheless understood and agreed that, notwithstanding anything to the contrary contained in their capacity as suchthis Section 10.15, each Principal Member (and not the Equityholders’ Representative) shall sign the certificates contemplated by Section 7.2(e) and any exhibit to this Agreement that calls for the signature of such Principal Member and this Section 10.15 shall in no event apply to any Employment Agreement), to conduct or cease to conduct the defense of all claims against any Company Member in connection with full power this Agreement and to settle all such claims on behalf of substitution, all Company Members and exercise any and all rights that the Company Members are permitted or required to act in the name, place and stead of each Equityholder with respect to Section 2.7, Article III, do or exercise under Article IX, Article Xand in connection with any claim against or by any Company Member under this Agreement. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest. The parties hereto acknowledge and agree that, as to all matters arising under this Agreement, the Escrow Equityholders’ Representative shall act for and on behalf of the Company Members. When this Agreement provides that a determination or any other action or event is conclusive and binding upon the Company Members, such determination, action or event of the Equityholders’ Representative shall be conclusive and binding upon the Company Members. In addition, the Equityholders’ Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 10.15, including, at the expense of the Company Members, to retain attorneys, accountants and other advisors to assist the Equityholders’ Representative in the performance of its or their duties hereunder. (b) Subject to the provisions of this Section 10.15(b), the Equityholders’ Representative shall serve as such from the date of Closing until the earlier of its removal or the completion of its obligations hereunder. In the event that the Person who is acting as the Equityholders’ Representative is terminated by the Company Members (which termination shall require the vote or written consent of two-thirds of the Company Members (the “Required Majority”)) or resigns or is otherwise unable or unwilling to continue to serve as the Equityholders’ Representative, or otherwise ceases to be the Equityholders’ Representative, its successor shall be appointed in accordance with this Section 10.15(b). Upon the termination or resignation of any Equityholders’ Representative, the Required Majority shall cause a successor Equityholders’ Representative (and, if necessary, further successor Equityholders’ Representatives) to be appointed before the effective date of such termination or resignation. Any successor to a Equityholders’ Representative shall for purposes of this Agreement be deemed to be, for the time of the appointment thereof, a Equityholders’ Representative and from and after such time, the term “Equityholders’ Representative” as used herein shall be deemed to refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (c) The Key Persons and Company Members agree that the provisions set forth in this Section 10.15 shall in no way impose any liability or obligation on Parent or Merger Sub other than those explicitly set forth in this Agreement. In particular, notwithstanding any notice received by Parent and Merger Sub to the contrary, Parent and Merger Sub shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations of the Equityholders’ Representative that the Equityholders’ Representative is entitled to make hereunder and (ii) to assume that all actions, decisions and determinations of the Equityholders’ Representative are fully authorized and binding upon the Equityholders’ Representative and the taking Company Members. (d) Certain Company Members 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 the Representative Agreements and the Equityholders’ Representative Engagement Agreement (such Company Members, 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 be liable to the Company Members or Key Persons for any liability, loss, damage, penalty, fine, cost or expense incurred, without gross negligence, willful misconduct or fraud by the Equityholders’ Representative, while acting in good faith and arising out of or in connection with the acceptance or administration of its duties or the exercise of its rights under the Representative Agreements or the Equityholders’ Representative Engagement Agreement. The Equityholders’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its functions hereunder and shall be entitled to: (i) conclusively rely on the opinions and advice of such Persons, (ii) rely upon the Member Allocation Schedule, (iii) rely upon any signature believed by it to be genuine, and (iv) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. The Equityholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Members will indemnify, defend and hold harmless, on the basis of their Pro Rata Percentages, the Equityholders’ Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments, amounts paid in settlement and expenses (including the fees and expenses of counsel and experts and their staffs, in connection with seeking recovery from insurers and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Equityholders’ Representative’s execution and performance of the Representative Agreements and the Equityholders’ Representative Engagement Agreement, 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 fraud of the Equityholders’ Representative, the Equityholders’ Representative will reimburse the Company Members the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, willful misconduct or fraud. If not paid directly to the Equityholders’ Representative by the Company Members, any such Representative Losses may be recovered by the Equityholders’ Representative of from (i) the funds in the Representative Expense Fund and (ii) the amounts in the Indemnity Escrow Fund and any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted other funds that become payable to be made or delivered the Company Members under this Agreement at such time as such amounts would otherwise be distributable to the Company Members; provided, that while this Section 10.15 allows the Equityholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Members from their obligation to promptly pay such Representative Losses as they are suffered or for incurred, nor does it prevent the enforcement Equityholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Equityholders’ Representative be required to advance or risk its own funds on behalf of the Company Members or otherwise incur any financial liability in the exercise or performance of any rights of its powers, rights, duties or privileges or pursuant to the Equityholders have against Parent Representative Agreements, the Equityholders’ Representative Engagement Agreement or the Surviving Corporationtransactions contemplated hereby or thereby. Furthermore, hiring or retaining, at the sole expense of the Equityholders’ Representative shall not be required to take any action unless the Equityholders’ Representative has been provided with funds, such counselsecurity or indemnities which, investment bankers, accountants, representatives and other professional advisors as it determines in its sole determination, are sufficient to protect the Equityholders’ Representative against the costs, expenses and absolute discretion liabilities which may be incurred by the Equityholders’ Representative in performing such actions. 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 applicable to, the Company Members set forth elsewhere in this Agreement are not intended to be necessary, advisable or appropriate in order applicable to carry out and perform its rights and obligations hereunder and the making of any decisions required or permitted indemnities provided to be taken by the Equityholders’ Representative under this 58 Agreement Section 10.15. The Company Members acknowledge and agree that the Escrow Agreement (it being understood that foregoing indemnities will survive the resignation or removal of the Equityholders’ Representative shall have no right to pursue any claim on behalf or the termination of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.5). The power of attorney granted in this Section 10.1 is coupled with an interest and is irrevocable, may be delegated Agreement. (e) All Representative Losses incurred by the Equityholders’ Representative and in performing its duties hereunder shall survive be paid first from the death or incapacity of each Equityholder. Such agency may be changed by, Representative Expense Fund (x) prior to the Effective Timeextent sufficient funds are available therein). The Representative Expense Fund will be used (i) for the purposes of paying directly, or reimbursing the affirmative vote Equityholders’ Representative for, any Representative Losses or consent third party expenses incurred pursuant to any Representative Agreement or the Equityholders’ Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Equityholders’ Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss or diminution of the holders Representative Expense Fund other than as a result of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting its gross negligence, willful misconduct or consentingfraud. The Equityholders’ Representative will hold these funds separate from its corporate funds, as the case may be, on an as-converted will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days its creditors in the event of the death, disability or other incapacity of an bankruptcy. The Equityholders’ Representative that is an individual)not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any such successor shall succeed interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Equityholders’ Representative as any ownership right that they may otherwise have had in such interest or earnings. Subject to Advisory Group approval, the Equityholders’ Representative hereundermay contribute funds to the Representative Expense Fund from any consideration otherwise distributable to the Company Members. No bond shall be required As soon as practicable following the completion of the Equityholders’ Representative’s responsibilities, and the Equityholders’ Representative will deposit the remaining Representative Expense Fund with the Exchange Agent for distribution to the Company Members in accordance with their respective Pro Rata Percentages. (f) In this Section 10.15, to the extent that any Key Person is not also a Company Member, the term Company Member shall receive no compensation for its servicesinclude each such Key Person.

Equityholders’ Representative. (a) Appointment. By virtue of At the adoption of this Agreement by the Company’s stockholdersClosing, and without further action act of any Equityholder, each Equityholder the Equityholders’ Representative shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for each Equityholder, for and on behalf of the Equityholders such Persons, (in their capacity as such)A) to give and receive notices and communications, (B) to retain and appoint advisors, (C) to assert, agree to, negotiate, enter into settlements and compromises of, and initiate litigation and comply with full power orders of substitutioncourts with respect, to act in the nameall claims and disputes under this Agreement and any other Transaction Documents, place (D) to negotiate and stead of each Equityholder execute any waivers or amendments of, or give consents or approvals under, this Agreement or any other Transaction Documents, (E) to make all determinations and decisions with respect to any adjustment to consideration to be made pursuant to Section 2.72.08 and any matters described in Sections 2.09, Article III2.10, Article IX8.01, Article X8.01(a), 8.04 or 8.05 and (F) to take all actions necessary or appropriate in the Escrow Agreement and the taking by judgment of the Equityholders’ Representative for the accomplishment of the foregoing, including authorizing payment from, and settling disputes with respect to any payments from, the Adjustment Escrow Account. The Equityholders’ Representative may resign from such position at any time upon written notice to Parent. In the event of any and all actionssuch resignation, including litigatingor if the Equityholders’ Representative becomes unable or unwilling to continue in her or her or its capacity as the Equityholders’ Representative, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense shall appoint a replacement Equityholders’ Representative by approval of a majority in number of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion on written notice to Parent. No bond shall be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder and the making required of any decisions required or permitted to be taken by the Equityholders’ Representative under this 58 Agreement Representative, and the Escrow Agreement (it being understood that the Equityholders’ Representative shall have no right not receive compensation for its services. Notices or communications to pursue any claim on behalf of any Company Indemnified Party in respect or from the Equityholders’ Representative shall constitute notice to or from each of the rights granted to Company Indemnified Parties under Section 6.5)Equityholders. The power of attorney granted in this Section 10.1 11.05(a) is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death death, incapacity, bankruptcy, dissolution or incapacity termination of existence of each Equityholder. Such agency may be changed by, . (xb) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an The Equityholders’ Representative shall not 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 Equityholders shall severally, on the basis of their relative percentages of the Company Membership Interests, indemnify the Equityholders’ Representative and hold the Equityholders’ Representative harmless against any loss, liability or expense incurred without gross negligence or 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 Equityholders acknowledge that is an individual)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 Equityholders with respect to the matters set out in Section 11.05(a) and shall be final, binding and conclusive upon each Equityholder, and Parent, the Escrow Agent and the Paying Agent may conclusively rely, without inquiry, upon any such successor shall succeed decision, act, consent or instruction of the Equityholders’ Representative as Equityholders’ Representative hereunder. No bond shall be required being the decision, act, consent or instruction of each and every Equityholder. (d) Notwithstanding anything to the Equityholders’ Representativecontrary contained herein, and including Article 2, the Equityholders’ Representative shall receive no compensation for have the right in its servicessole discretion to instruct the Paying Agent or the Escrow Agent, as applicable, to pay a portion of the Estimated Merger Consideration, Increase Amount or Escrow Release Amount otherwise payable to the Equityholders pursuant to this Agreement to it in order to satisfy any amounts owing to it pursuant to Section 11.05(b), including any amounts owed to the Auditor by the Equityholders’ Representative pursuant to Section 2.08(c) or Section 2.11 or owed by the Equityholders’ Representative in respect of Transfer Taxes (and fees and expenses associated with preparing and filing Tax Returns and other documentation in respect thereof) pursuant to Section 8.04. (e) Each Equityholder, 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 11.05.

Equityholders’ Representative. (a) Appointment. By virtue of the adoption of this Agreement by the Company’s 's stockholders, and without further action of any EquityholderCompany stockholder, each Equityholder shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. Castanea Partners, Inc. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“"Equityholders’ ' Representative”") for and on behalf of the Equityholders (in their capacity as such), with full power of substitution, to act in the name, place and stead of each Equityholder with respect to Section 2.72.8, Article III, Article IX, Article X, X and the Escrow Agreement and the taking by the Equityholders’ ' Representative of any and all actions, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform its rights and obligations hereunder actions and the making of any decisions required or permitted to be taken by the Equityholders’ ' Representative under this 58 Agreement and Section 2.8, Article X or the Escrow Agreement (it being understood that the Equityholders’ ' Representative shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect of the rights granted to Company Indemnified Parties under Section 6.57.7). The power of attorney granted in this Section 10.1 11.1 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, (x) prior to the Effective Time, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, by the holders of a majority in interest of the General Indemnity Escrow Account Fund from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability liquidation or other incapacity dissolution of an the Equityholders’ Representative that is an individual' Representative), and any such successor shall succeed the Equityholders’ ' Representative as Equityholders’ ' Representative hereunder. No bond shall be required of the Equityholders’ ' Representative, and the Equityholders’ ' Representative shall receive no compensation for its services.

Equityholders’ Representative. (a) Appointment. By virtue of At the adoption of this Agreement by the Company’s stockholdersClosing, and without further action act of any EquityholderCompany Stockholder or Equity Award Holder, each Equityholder the Equityholders’ Representative shall be deemed to have irrevocably constituted and appointed Canaan VII L.P. (and by execution of this Agreement it hereby accepts such appointment) as agent and attorney-in-fact (“Equityholders’ Representative”) for each Company Stockholder and Equity Award Holder, for and on behalf of the Equityholders (in their capacity as such), with full power of substitutionsuch Persons, to act in the namegive and receive notices and communications, place to retain and stead appoint advisors and to assert, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of each Equityholder courts and awards of arbitrators with respect to Section 2.7, Article III, Article IX, Article X, all claims and the Escrow disputes under this Agreement and the taking by any other Transaction Agreement, to negotiate and execute any waivers or amendments of this Agreement or any other Transaction Agreement, to do any and all things and to take any and all action that the Equityholders’ Representative of any and all actionsRepresentative, including litigating, defending or enforcing any actions, delivering or signing any certificates, notice, consent or instrument required or permitted to be made or delivered under this Agreement or for the enforcement of any rights the Equityholders have against Parent or the Surviving Corporation, hiring or retaining, at the sole expense of the Equityholders, such counsel, investment bankers, accountants, representatives and other professional advisors as it determines in its sole and absolute discretion discretion, may consider necessary or proper or convenient in connection with or to be necessary, advisable carry out the transactions contemplated by this Agreement and to take all actions necessary or appropriate in order to carry out and perform its rights and obligations hereunder and the making judgment of any decisions required or permitted to be taken by the Equityholders’ Representative for the accomplishment of the foregoing. The Company Stockholder Approval will, to the maximum extent permitted under this 58 Agreement Applicable Law (including DGCL § 251(b)), constitute knowing and irrevocable ratification and approval of such appointment by the Escrow Agreement (it being understood that holders of a majority of the outstanding Company Common 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 and such agency may be changed by a majority-in-interest of the Company Stockholders from time to time upon written notice to Parent, and a majority-in-interest of the Company Stockholders shall appoint a replacement Equityholders’ Representative upon written notice to Parent. No bond shall be required of the Equityholders’ Representative. Notices or communications to or from the Equityholders’ Representative shall have no right constitute notice to pursue any claim on behalf of any Company Indemnified Party in respect or from each of the rights granted to Company Indemnified Parties under Section 6.5)Stockholders and Equity Award Holders. The power of attorney granted in this Section 10.1 10.04 is coupled with an interest and is irrevocable, may be delegated by the Equityholders’ Representative and shall survive the death death, incapacity, illness, bankruptcy, dissolution, or incapacity other inability to act of each EquityholderCompany Stockholder or Equity Award Holder. Such agency may be changed by, (x) prior to For the Effective Timeavoidance of doubt, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Company Capital Stock (excluding the Series C -1 Preferred Stock) voting or consenting, as the case may be, on an as-converted to Common Stock basis and (y) after the Effective Time, the holders of a majority in interest of the General Escrow Account from time to time until all obligations under this Agreement have been discharged (including within twenty (20) Business Days in the event of the death, disability or other incapacity of an Equityholders’ Representative shall be entitled to enforce any of the provisions of this Agreement on behalf of the Company Stockholders. (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 is an individual)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 successor shall succeed 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 U.S. 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. No bond shall , and no action, suit, claim, investigation or proceeding will be required 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. (g) Upon the Closing, Parent shall wire to the Equityholders’ Representative the amount set forth in subsection (ii) of the definition of Administration Expenses (the “Expense Fund”). The Expense Fund shall be held by the Equityholders’ Representative in a segregated client account and shall be used for the purposes of paying directly or reimbursing the Equityholder Representative for any expenses reasonably incurred by the Equityholders’ Representative in connection with its role as representative of the Company Stockholders and Equity Award Holders. As soon as reasonably determined by the Equityholders’ Representative that the Expense Fund is no longer required to be withheld, the Equityholders’ Representative shall receive no compensation for its servicesdistribute the remaining Expense Fund (if any) to Parent.