Common use of Holder Representative Clause in Contracts

Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect thereto.

Holder Representative. (a) Each Holder (A) consents to the deposit of the Escrow Amount in the Escrow Account, (B) agrees that the Merger Consideration will be subject to the adjustment provisions set forth in Article II, (C) agrees that it will be subject to the indemnification provisions set forth in Article XII and each Permitted Transferee hereby constitutes (D) designates and appoints Ceridian, as the Holder KMS Shareholder Representative, LLC, to serve as his, her, or its true and lawful attorney-in-fact and to act as representative of the Holders (the “Holder Representative”) under this Agreement and the Escrow Agreement and, as such, to act as such Holder’s agent (with full power of substitution) and to take any action on such Holder’s behalf with respect to any and all matters relating to this Agreement and the transactions contemplated hereby, including, without limitation: (i) to give accept payment from the Parent and receive all notices and communications required or permitted under this Agreement, Escrow Agent on behalf of the Holders; (ii) to agree to(1) dispute or refrain from disputing, negotiateon behalf of such Holder, enter into settlements any claim made by the Parent under this Agreement or the Escrow Agreement; (2) negotiate and compromises compromise, on behalf of such Holder, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement or the Escrow Agreement; and (3) execute, on behalf of such Holder, any settlement agreement, release or other document with respect to this Agreement, such dispute or remedy; (iii) to negotiateenforce, agree and enter into on behalf of such Holder, any amendments to claim against Parent arising under this Agreement as per Section 6.3 of this or the Escrow Agreement, and ; (iv) to communicate to Parent any elections engage attorneys, accountants and agents, including the Final Arbiter in accordance with Section 2.5, at the expense of the Holders Holders; (v) to amend this Agreement (other than this Section 14.1), or any of the instruments to be delivered to the Parent by such Holder pursuant to this Agreement or the Permitted Transferees Escrow Agreement; (vi) to have exclusive power and authority to institute legal action or otherwise act on behalf of such Holder with respect to any claims against the registration rights provided Parent (including any and all claims for non-payment or claims relating to disbursement of escrowed funds) relating to payment of the Merger Consideration and to control and direct any such claims; (vii) to cause to be paid, on behalf of such Holder, any amount owed to such Holder under the terms of this Agreement or in ARTICLE IV hereof. The any other written agreement executed by such Holder or any claim asserted against such Holder by Parent or any Parent Indemnified Party; (viii) to give such instructions and to take such action or refrain from taking such action, on behalf of such Holder, as the Holder Representative may take all actions deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement and the Escrow Agreement; (ix) to withhold and set aside from the payments made hereunder or pursuant to the Escrow Agreement, cash in such amount as the judgment Holder Representative determines in its sole discretion is required to pay any amounts or claims described in Section 14.1(a)(vii) or any fees, charges or expenses incurred in connection with the actions and obligations of the Holder Representative for as authorized by this Section 14.1; (x) to determine, in its sole discretion, the accomplishment of time or times when, purpose for, and manner in which any of the foregoingabove powers conferred upon the Holder Representative shall be exercised, each Holder and Permitted Transferee agreeing to the conditions, provisions, covenants of any instrument or document that may be fully bound executed by the actsHolder Representative pursuant to this Section 14.1. The authority conferred upon the Holder Representative shall be irrevocable and coupled with an interest. (b) The Parent and the Escrow Agent shall be entitled to conclusively rely on the instructions, decisions and agreements acts of the Holder Representative required, permitted or contemplated to be taken by the Holder Representative hereunder or under the Escrow Agreement. (c) All decisions and done pursuant actions by the Holder Representative, including, without limitation, any agreement between the Holder Representative and the Parent (or any Parent Indemnified Party) relating to indemnification obligations under Article XII or any disputes arising hereunder, including the authority herein granteddefense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Holders, and no Holder shall have the right to object, dissent, protest or otherwise contest the same. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise incur any liability to any of the Holders for with respect to any loss action taken or damage incurred suffered by reason of any act Holder in reliance upon any notice, direction, instruction, consent, statement or failure to act other documents believed by the Holder Representative to be genuinely and duly authorized, nor for any other action or inaction taken in its capacity as Holder Representative, including with respect to the indemnification obligations under Article XII, including the defense or settlement of any claims and each the making of payments with respect thereto. The Holder Representative may, in all questions arising under this Agreement and Permitted Transferee shall jointly the transactions contemplated hereby, rely on the advice of counsel and severally indemnify and hold harmless for anything done, omitted or suffered in good faith by the Holder Representative shall not be liable to any of the Holders. The Holder Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Holder Representative. (d) The Holder Representative shall be entitled to rely, and shall be fully protected in relying, upon any loss statements furnished to it by any Holder, or damage except the Parent, or any other evidence deemed by the Holder Representative to be reliable, and the extent Holder Representative shall be entitled to act on the advice of counsel selected by it. The Holder Representative shall be fully justified in failing or refusing to take any action under this Agreement unless it shall have received such loss advice or damage concurrence of such Holders as it deems appropriate or it shall have been expressly indemnified to its satisfaction by the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event Holders, against any and all liability and expense that the Holder Representative resigns, liquidates, dissolves may incur by reason of taking or becomes unable continuing to perform its functions hereunder, take any such action. (e) Each of the Holders and the Permitted Transferees shall promptly select an alternate person to serve as (i) indemnify the Holder Representative (in its capacity as such) against and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of hold the Holder Representative (in its capacity as being the decisionsuch) harmless from, act, consent, notice or instruction of each of any and all Losses which may at any time be imposed upon, incurred by or asserted against the Holder Representative or any member thereof in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses arising out of gross negligence) connection herewith in such capacity, and (ii) reimburse the Holder Representative for all costs and expenses incurred on behalf of Holders (and not reimbursable from the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it Escrow Account) in accordance with or reliance on such decisionHolder’s Sharing Ratio of such costs and expenses. (f) The Holder Representative shall instruct the Parent and the Escrow Agent, actas applicable, consent, notice or instruction of that the Holder Representative. All notices or other communications required amounts to be made distributed to or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and pursuant to this Agreement or the Permitted TransfereesEscrow Agreement shall be distributed as follows: (i) first, and to the Holder Representative to pay any notices so made shall discharge amounts, claims, fees, charges or other expenses in full all notice requirements of Parent accordance with Section 14.1(a)(vii) or (ix); and (ii) second, to the Holders and the Permitted Transferees in accordance with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent their relative Sharing Ratios. (g) The agreements in this Section 14.1 shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements survive termination of the Holders or the Permitted Transferees to Parent with respect theretothis Agreement.

Holder Representative. Each (a) Upon the adoption of this Agreement and the approval of the Mergers and the transactions contemplated hereby by the Hygeia Stockholders and Canterbury Holders Xxxx Xxxxxxxx, Ph.D. (the “Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, Representative”) shall be appointed as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) Representative hereunder to give and receive all notices and communications required communications, to waive any breach or permitted default of Stratus under this Agreement, (ii) to agree to, negotiate, enter into settlements receive all notices and compromises services of process on behalf of the Hygeia Stockholders and Canterbury Holders in connection with respect to any claims under this Agreement, (iii) including indemnification claims by or against Canterbury or Hygeia pursuant to negotiateArticle X or any related document or instrument, agree and enter into any amendments to this Agreement as per exercise the right of rescisssion pursuant to Section 6.3 of this Agreement12.1, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all other actions that are either: (i) necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound foregoing or (ii) specifically mandated by the actsterms of this Agreement; provided, decisions however that such agency shall apply only to matters affecting the Hygeia Stockholders and agreements Canterbury Holders and any matter that affects only an individual Hygeia Stockholder and Canterbury Holder shall be addressed by Stratus and such Hygeia Stockholder and Canterbury Holder. Such agency may be changed by the Hygeia Stockholders and Canterbury Holders from time to time upon not less than thirty (30) days prior written notice to Stratus. No bond shall be required of the Holder Representative, and the Holder Representative taken shall not receive any compensation for his services. Notices or communications to or from the Holder Representative shall constitute notice to or from the Hygeia Stockholders and done pursuant to Canterbury Holders. (b) Except for intentional fraud, the authority herein granted. The Holder Representative shall not be liable, responsible liable for any act done or accountable in damages or otherwise omitted hereunder as Holder Representative. Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Hygeia Stockholders and Canterbury Holders shall be, severally based on such Hygeia Stockholders’ and Canterbury Holders’ pro rata Portion of the Merger Consideration and not jointly, obligated to indemnify the Holder Representative and hold the Holder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Holder Representative and arising out of or in connection with the acceptance or administration of the Holder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Holder Representative. At the time of distribution pursuant to Section 10.5 of any remaining Escrow Shares, the Holder Representative shall be entitled to deduct and withhold from such Shares to pay and reimburse fees and expenses of third parties incurred or expected to be incurred in connection with her role as Holder Representative pursuant to this Agreement to the extent the Holder Representative Reserve would be insufficient to pay and reimburse fees and expenses of third parties. (c) The grant of authority provided for in Section 11.1 is coupled with an interest and is being granted, in part, as an inducement to Stratus, Hygeia Merger Sub and Canterbury Merger Sub to enter into this Agreement, shall be irrevocable. (d) In connection with the performance of his obligations hereunder, the Holder Representative shall have the right at any loss time and from time to time to select and engage, at the cost and expense of the Hygeia Stockholders and Canterbury Holders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Holder Representative may deem necessary or damage incurred desirable and incur other out-of-pocket expenses related to performing its services hereunder. (e) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Holder Representative hereunder or thereunder: (i) the Holder Representative and his agents, counsel, accountants and other representatives shall not assume any, and shall incur no, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to the Hygeia Stockholders, Canterbury Holders or Stratus by reason of any error in judgment or other act or failure omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document other than with respect to act by intentional fraud of the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless (ii) the Holder Representative against shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any loss error in judgment or damage except other act or omission of the Holder Representative pursuant to such advice shall in no event subject the Holder Representative to liability to the extent such loss Hygeia Stockholders, the Canterbury Holders or damage shall have been the result Stratus. (f) All of the individual gross negligence immunities and powers granted to the Holder Representative under this Agreement shall survive the Closing and/or any termination of this Agreement. (g) A decision, act, consent or willful misconduct instruction of the Holder Representative. In , including an extension or waiver of this Agreement, shall constitute a decision of the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Hygeia Stockholders and Canterbury Holders and shall be final, binding and conclusive upon the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative Hygeia Stockholders and shall promptly notify Parent of such selection. Parent Canterbury Holders; and Stratus may conclusively and absolutely rely, without inquiry, rely upon any such decision, act, consent, notice consent or instruction of the Holder Representative as being the decision, act, consent, notice consent or instruction of each of the Hygeia Stockholders and all of the Holders and the Permitted TransfereesCanterbury Holders. Parent Stratus is hereby relieved from any liability Liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Holder Representative. All notices . (h) The Holder Representative has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or other communications required instrument or certificate contemplated by this Agreement or to be made or delivered executed by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for in connection with the benefit consummation of the Holders transactions contemplated by this Agreement (together with this Agreement, the “Holder Representative Documents”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Holder Representative Documents, the performance of its respective obligations hereunder and thereunder and the Permitted Transfereesconsummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Holder Representative. This Agreement has been, and any notices so made shall discharge in full all notice requirements each of Parent the Holder Representative Documents will be at or prior to the Holders Closing, duly and the Permitted Transferees with respect thereto. All notices or other communications required to be made or validly executed and delivered by the Holders or Holder Representative and (assuming the Permitted Transferees to Parent shall be made due authorization, execution and delivery by the Holder Representativeother parties hereto and thereto) this Agreement constitutes, and any notices so made shall discharge in full all notice requirements each of the Holders Holder Representative Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Holder Representative enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or the Permitted Transferees to Parent with respect theretoin equity).

Holder Representative. Each Holder (a) Upon execution of this Agreement by the Holders and each Permitted Transferee hereby constitutes the Representative, and appoints Ceridianwithout further act of any Holder, the Representative shall have the right, power and authority to take all actions required or permitted under this Agreement with respect to the interests and rights of the Holders (including, without limitation, the exercise of the power to act as the Holder Representativeagent, as hisproxy, her, or its true representative and lawful attorney-in-fact (i) for the Holders). The Company Parties shall be entitled to give rely on all statements, representations and receive all notices and communications decisions of the Representative in connection with any action of the Holders. No bond shall be required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreementthe Representative, and (iv) the Representative shall not receive compensation for its services. Notices or communications to communicate or from the Representative shall constitute notice to Parent any elections or from the Holders. The power and authority of the Representative shall continue in full force and effect until all rights and obligations of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage under this Agreement shall have terminated, expired or been fully performed. If any Person serving as the result of the individual gross negligence Representative is no longer able or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person willing to serve as the Holder Representative, a new Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any be chosen by the Representative. (b) A decision, act, consent, notice consent or instruction of the Holder Representative shall constitute a decision of the Holders, and shall be final, binding and conclusive upon the Holders, and the Company may rely exclusively upon any such decision, act, notice, consent or instruction of the Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Holders and the Permitted TransfereesHolders. Parent The Company is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on such decision, act, consentnotice, notice consent or instruction of the Holder Representative. (c) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. All notices The Holders (including any Joining Party) shall jointly and severally indemnify the Representative and hold such Representative harmless against any loss, liability or other communications required to be made expense incurred without gross negligence or delivered by Parent to bad faith on the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit part of the Holders Representative and arising out of or in connection with the Permitted Transferees, and any notices so made shall discharge in full all notice requirements acceptance or administration of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretoits duties hereunder.

Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian(a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Parent Indemnitee pursuant to this Article VIII or Section 5.13, Rxx Xxxxxxx, as the Holder Representative, is hereby appointed to serve as the representative of the Equityholders. The Holder Representative shall have full power and authority to make all decisions relating to the defense and/or settlement of any claims for which any Parent Indemnitee may claim to be entitled to indemnity pursuant to this Article VIII or Section 5.13, all decisions and actions relating to any Purchase Price Adjustment pursuant to Section 2.13, to receive all notices with respect to this Agreement and the Escrow Agreement, to retain legal counsel, accounting, consultants and other experts and incur expenses, in connection with this Agreement and the Escrow Agreement and otherwise to act on behalf of the Equityholders in all respects with respect to this Agreement and the Escrow Agreement, including, without limitation, the amendment or termination of such agreements. All decisions and actions by the Holder Representative shall be binding upon all of the Equityholders, and no Equityholder shall have the right to object to, dissent from, protest or otherwise contest the same. In the event of the death, incapacity or resignation of the Holder Representative, the Equityholders beneficially owning (or which, prior to the Effective Time, beneficially owned) a majority of the shares (or share-equivalents) (based upon the Fully Diluted Number) owned by all such Equityholders (the “Majority Equityholders”) shall promptly appoint a substitute Holder Representative which shall be reasonably acceptable to Parent; provided, however, in no event shall the Holder Representative resign without the Majority Equityholders having first appointed a substitute Holder Representative who shall assume such duties immediately upon the resignation of the Holder Representative; and, provided, further, that in the event of the death, incapacity or resignation of Rxx Xxxxxxx as the Holder Representative, Exxx Xxxxxxx automatically shall be appointed as the Holder Representative hereunder. (b) Neither Parent, Merger Sub nor the Surviving Corporation shall have the right to object to, protest or otherwise contest any matter related to the procedures for action being taken by the Holder Representative as between the Holder Representative and the Equityholders. Parent, Merger Sub and the Surviving Corporation hereby waive any claims they may have or assert, including those that may arise in the future, against either the Holder Representative or any of his Affiliates that relate to the Holder Representative’s role as such, including any claims for any action or inaction taken or not taken by the Holder Representative in connection herewith. (c) Each Equityholder that accepts payment of consideration in respect of the Merger as contemplated herein shall be deemed, by such acceptance of payment, or by his, herher or its execution of the Letter of Transmittal, or its true and lawful attorney-in-fact by the approval of this Agreement in accordance with Section 5.2, as the case may be, to have agreed that (i) to give the provisions of this Section 8.7 are independent and receive all notices severable, are irrevocable and communications required coupled with an interest and shall be enforceable notwithstanding any rights or permitted under remedies such Equityholder may have in connection with the transactions contemplated by this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to the remedy at law for any breach of the provisions of this AgreementSection 8.7 would be inadequate, (iii) such Equityholder shall be entitled to negotiate, agree temporary and enter into any amendments permanent injunctive relief without the necessity of proving damages if such Equityholder brings an action to this Agreement as per Section 6.3 enforce the provisions of this Agreement, Section 8.7 and (iv) to communicate to Parent any elections the provisions of this Article VIII shall be binding upon such Equityholders and the successors and assigns of such Equityholders. (d) In addition, each Equityholder that accepts payment of consideration in respect of the Holders Merger as contemplated herein shall be deemed, by such acceptance of payment, or by his, her or its execution of the Permitted Transferees Letter of Transmittal, or by the approval of this Agreement in accordance with respect Section 5.2, as the case may be, to the registration rights provided for in ARTICLE IV hereof. The Holder Representative have waived any claims he, she or it may take all actions necessary have or appropriate assert, including those that may arise in the judgment of future, against the Holder Representative for the accomplishment of and any of the foregoinghis Affiliates, each Holder and Permitted Transferee agreeing to be fully bound for any action or inaction taken or not taken by the acts, decisions and agreements of the Holder Representative in connection therewith, except for fraud. (e) Any and all actions taken or not taken, exercises of rights, power or authority and done pursuant any decision or determination made by the Holder Representative in connection herewith shall be absolutely and irrevocably binding upon the Equityholders as if such Person had taken such action, exercised such rights, power or authority or made such decision or determination in his or its individual capacity, and no Equityholder shall have the right to object, dissent, protest or otherwise contest the authority herein grantedsame. The Holder Representative shall not have no duties or obligations hereunder except those specifically set forth in this Agreement and in the Escrow Agreement, and such duties and obligations shall be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act determined solely by the Holder Representative, express provisions of this Agreement and each Holder and Permitted Transferee the Escrow Agreement. (f) Each Equityholder shall jointly and severally indemnify and hold harmless the Holder Representative and his successors, permitted assigns, Affiliates, directors, officers, employees and agents (collectively, “Holder Representative Indemnitees”) against all Losses incurred or sustained by a Holder Representative Indemnitee in connection with any loss Action, suit or damage except proceeding to which such Holder Representative Indemnitee is made a party by reason of the fact it is or was acting as, on behalf of or in connection with the Holder Representative under this Agreement or its relationship to the extent Holder Representative, except for fraud. (g) The Holder Representative may reimburse himself for time spent on his duties as the Holder Representative at a rate of $400 per hour and for any amount incurred by or otherwise owing to him under the terms of this Agreement or the Escrow Agreement (whether for fees, expenses, indemnification claims or otherwise) from the Reserve Amount. In addition, if any amount is incurred by or otherwise owing to the Holder Representative under the terms of this Agreement or the Escrow Agreement (whether for fees, expenses, indemnification claims or otherwise) in excess of amounts remaining from the Reserve Amount, the Holder Representative may deduct such loss amount from any succeeding distributions to the Equityholders out of the Escrow Account. (h) Any notice or damage shall communication delivered by Parent, Merger Sub or the Surviving Corporation to the Holder Representative shall, as between Parent, Merger Sub and the Surviving Corporation, on the one hand, and the Equityholders, on the other hand, be deemed to have been delivered to all Equityholders. Parent, Merger Sub and the result of Surviving Corporation shall be entitled to rely exclusively upon any communication or writings given or executed by the individual gross negligence Holder Representative in connection with any claims for indemnity and shall not be liable in any manner whatsoever for any action taken or willful misconduct of not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Holder Representative. In the event that the Holder Representative resignsParent, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders Merger Sub and the Permitted Transferees Surviving Corporation shall promptly select an alternate person be entitled to serve as disregard any notices or communications given or made by the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon Equityholders in connection with any decision, act, consent, notice claims for indemnity unless given or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of made through the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect thereto.

Holder Representative. Each (a) By the approval of the Merger by the Stockholder Approval, or by execution of a Joinder Agreement, an Option Consent, or a Warrant Termination Agreement, or by participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Vested Equityholder shall have irrevocably (except as set forth in Section 7.6(b)) authorized and appointed Shareholder Representative Services LLC (together with any replacement representative appointed pursuant to Section 7.6(a), (the “Holder and each Permitted Transferee hereby constitutes and appoints CeridianRepresentative”)), with full power of substitution, as the Holder Representative, as his, her, or its true such Vested Equityholder’s representative and lawful attorney-in-fact and agent to act for such Vested Equityholder with respect to all matters arising in connection with this Agreement and the Operative Documents (other than such Vested Equityholder’s Offer Letter and CIAA, if any), including full power and authority, exercisable in the sole discretion of the Holder Representative, to: (i) take any action contemplated to give and receive all notices and communications required or permitted be taken by the Vested Equityholders under this AgreementAgreement or any other Operative Document, (ii) to agree to, negotiate, enter into settlements determine, defend, and compromises settle any disputes that may arise under or in connection with respect to this AgreementAgreement or any other Operative Document, and (iii) to negotiatemake, agree execute, acknowledge, and enter into deliver any amendments to releases, assurances, receipts, requests, instructions, notices, agreements, certificates, and any other instruments, and generally do any and all things and take any and all actions that the Holder Representative may deem necessary or advisable in connection with this Agreement as per Section 6.3 of this Agreement, or any other Operative Document. (b) The Holder Representative may be removed by written agreement among Parent and (iv) to communicate to Parent any elections Vested Equityholders representing a majority in interest of the Holders or the Permitted Transferees Vested Equityholders calculated with respect reference to the registration rights provided for in ARTICLE IV hereofeach Vested Equityholder’s Pro Rata Share. The Holder Representative may take resign at any time upon giving twenty (20) days’ prior written notice of such resignation to Parent and the Vested Equityholder advisory committee established under the Holder Representative’s engagement letter, but shall be entitled to exercise all actions necessary of the powers enumerated in Section 7.6(a) until the effective date of such resignation. In the event of such removal or appropriate resignation, or upon the death or disability of, the Holder Representative, Vested Equityholders representing a majority in interest of the judgment of Vested Equityholders calculated with reference to each Vested Equityholder’s Pro Rata Share shall promptly agree upon a replacement Holder Representative and shall notify Parent thereof. Any Survival Period set forth in Section 7.1 any period in which any Indemnified Party is required to provide notice to the Holder Representative for the accomplishment of with respect to any of the foregoing, each Holder and Permitted Transferee agreeing Indemnification Claim or action to be fully bound taken in connection with this Agreement shall be deemed to be extended by the actsnumber of calendar days that elapses between the Holder Representative’s resignation, decisions removal, death, or disability and agreements the appointment of a replacement Holder Representative pursuant to the preceding sentence (the “Gap Period”), if such Survival Period would otherwise expire or such notice would otherwise be required to be provided or such action to be taken during the Gap Period. (c) At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a payment spreadsheet (a “Payment Spreadsheet”), in form and substance acceptable to Parent and the Payment Agent, setting forth (in each case to the extent applicable) payees, certificate numbers, share classes or series and quantities, payment amounts, email (where available) and physical addresses, together with any additional information requested by the Payment Agent. Following the Closing Date, the Holder Representative taken and done agrees to deliver a revised Payment Spreadsheet to Parent in connection with any subsequent distributions to the Vested Equityholders pursuant to this Agreement. (d) The Holder Representative will incur no liability of any kind with respect to any action or omission by the authority herein grantedHolder Representative in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Holder Representative’s gross negligence or willful misconduct. The Holder Representative shall not be liable, responsible liable for any action or accountable in damages or otherwise omission pursuant to the Holders for any loss or damage incurred by reason advice of any act or failure counsel. The Vested Equityholders shall severally based on their respective Pro Rata Shares (provided, that in all cases the indemnity coverage provided to act by the Holder RepresentativeRepresentative shall sum to one hundred percent (100%)) indemnify, and each Holder and Permitted Transferee shall jointly and severally indemnify defend and hold harmless the Holder Representative from and against any loss and all losses, 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 of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or damage except in connection with the Holder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, 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 the extent such loss or damage shall have been directly caused by the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that , the Holder Representative resigns, liquidates, dissolves will reimburse the Vested Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or becomes unable willful misconduct. If not paid directly to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative by the Vested Equityholders, any such Representative Losses may be recovered by the Holder Representative from (i) the funds in the Expense Fund and shall (ii) any other funds that become payable to the Vested Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Vested Equityholders; provided that while this section allows the Holder Representative to be paid from the aforementioned sources of funds, this does not relieve the Vested Equityholders from their obligation to promptly notify Parent pay such Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. In no event will the Holder Representative be required to advance its own funds on behalf of such selectionthe Vested Equityholders or otherwise. Parent may conclusively and absolutely relyNotwithstanding anything in this Agreement to the contrary, without inquiryany restrictions or limitations on liability or indemnification obligations of, upon any decisionor provisions limiting the recourse against non-parties otherwise applicable to, actthe Vested Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Holder Representative under this section. The foregoing indemnities will survive the Closing, consent, notice the resignation or instruction removal of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit termination of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretothis Agreement.

Holder Representative. Each Holder Xxxxx Xxxxxxxx is hereby appointed as of the date hereof as the agent and each Permitted Transferee hereby constitutes and appoints Ceridian, attorney in fact of the Holders as the Holder Representative, as his, her, or its true Representative for and lawful attorney-in-fact (i) on behalf of the Holders to give and receive all notices and communications required or permitted under in connection with this Agreement, (ii) Agreement and related matters and to agree to, negotiate, and enter into settlements settlements, adjustments and compromises of, and make and defend claims and comply with orders of courts and awards with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreementsuch claims, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all other actions that are either (i) necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any the foregoing or (ii) permitted by the terms of this Agreement. Such agency may be changed by the Holders from time to time upon not less than ten (10) days prior written notice to the other parties hereto; provided, that the Holder Representative may not be removed unless Holders holding a majority of the foregoing, each Holder CVRs agree in writing to such removal and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements identity of the substituted agent. A vacancy in the position of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not may be liable, responsible or accountable in damages or otherwise to the filled by written appointment by Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result holding a majority of the individual gross negligence or willful misconduct CVRs. No bond shall be required of the Holder Representative. In the event that Notices or communications to or from the Holder Representative resigns, liquidates, dissolves shall constitute notice to or becomes unable to perform its functions hereunder, from the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selectionHolders. Parent may conclusively and absolutely rely, without inquiry, upon any A decision, act, consentconsent or instruction of the Holder Representative shall constitute a decision of all or any portion of the Holders and shall be final, binding and conclusive upon each of them. The other parties hereto are entitled to rely upon any notice provided to or communication with any such party and any such decision, act, consent or instruction of the Holder Representative as being the decision, act, consent, notice consent or instruction of each of and all or any portion of the Holders and the Permitted TransfereesHolders. Parent is The other parties hereto are hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it such party in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect thereto.

Holder Representative. Each Holder (a) The Non-Dissenting Stockholders (by virtue of their execution of a Transmittal Letter, their approval of the principal terms of the Merger, the adoption of this Agreement, and each Permitted Transferee the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger) and the other Effective Time Holders (by virtue of their execution of a Transmittal Letter and by the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger), (i) hereby constitutes and appoints Ceridian, as agree to receive correspondence from the Holder Representative, including in electronic form, and (ii) shall each be deemed to have approved the designation and appointment of, and each hereby irrevocably designates and appoints, Shareholder Representative Services LLC as histhe Holder Representative under the terms set forth herein, herand the Holder Representative hereby accepts such designation and appointment, or its true and lawful as such Effective Time Holder’s agent and attorney-in-fact (i) with full power and authority to act for and on behalf of each Effective Time Holder to do all things the Holder Representative deems appropriate, necessary or convenient on behalf of the Effective Time Holders pursuant to the terms of this Agreement, the Escrow Agreement and the Holder Representative Agreement, including to give and receive all notices and communications required or permitted communications, to accept service of process on behalf of the Effective Time Holders, to enter into the Escrow Agreement and the Exchange Agent Agreement and to act on behalf of the Effective Time Holders thereunder pursuant to the powers conferred hereby, to authorize and agree to any payments under Sections 3.6, 3.7 and 3.8 and Article 9 and other applicable provisions of this Agreement, to engage counsel and such accountants and other advisors and incur such other expenses in connection with this Agreement, the Escrow Agreement, the Holder Representative Agreement, the Exchange Agent Agreement and any Transmittal Letter as the Holder Representative may in his, her or its sole discretion deem appropriate, to, after the Effective Time, take such action as the Holder Representative may in his, her or its sole discretion (iibut subject to Section 11.4) deem appropriate in respect of waiving any inaccuracies in the representations or warranties of the Purchaser or Merger Sub contained in this Agreement and the waiving of any obligation of the Purchaser, Merger Sub or the Surviving Corporation, to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to this Agreementto, (iii) to negotiateany Claims by any Purchaser Indemnified Party against any Effective Time Holder or by any group of Effective Time Holders against any Purchaser Indemnified Party, agree and enter into any amendments in each case relating solely to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect transactions contemplated by this Agreement and to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions that are either necessary or appropriate in the judgment of the Holder Representative for the accomplishment of the foregoing or specifically mandated by the terms of this Agreement, the Escrow Agreement or the Holder Representative Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, or any Transmittal Letter, or other agreement between any Purchaser Indemnified Party and any Effective Time Holder, the Holder Representative shall have no power to settle, without the prior written consent of the Effective Time Holders, any Claims of any kind made by any Purchaser Indemnified Party to the extent that such settlement would result in a liability of the Effective Time Holders exceeding the amount of liability that could be satisfied solely by recourse to the remaining Escrow Shares in the Escrow Account or the amount of any setoff permitted under Section 10.3(g). In the event the Holder Representative is notified that a Purchaser Indemnified Party has made any Claim directly against a single Effective Time Holder only (other than with respect to such Effective Time Holder’s pro rata share of the Escrow Account) but not any other Effective Time Holders, the Holder Representative shall promptly notify such Effective Time Holder of such Claim and such Effective Time Holder may, upon written notice to each of the Holder Representative and the Purchaser, undertake the defense, negotiation and settlement of such Claim. Notices or communications to or from the Holder Representative constitute notice to or from each of the Effective Time Holders for all purposes under this Agreement. Subject to Sections 11.3 and 11.4, without limiting the generality of the foregoing, each the Holder Representative shall have the full power and Permitted Transferee agreeing authority to interpret the provisions of, or consent to any amendment to this Agreement, the Exchange Agent Agreement and the Escrow Agreement in its capacity as Holder Representative. For purposes of clarification, nothing contained herein confers upon the Holder Representative any power or authority to unreasonably interpret the provisions of Section 11.3 or Section 11.4 on behalf of the Effective Time Holders. (b) The Holder Representative may delegate its authority as Holder Representative to any one of the Effective Time Holders for a fixed or indeterminate period of time upon not less than 10 Business Days’ prior written notice to the Purchaser in accordance with Section 11.2; provided that such Effective Time Holder shall have executed a written joinder to this Agreement pursuant to which such transferee agrees to be fully bound by all of the actsterms of this Agreement applicable to the Holder Representative. The Effective Time Holders whose interests aggregate not less than a majority of the Merger Consideration allocable to all Effective Time Holders (the “Majority Effective Time Holders”) may, decisions and agreements in their sole discretion, upon 30 days’ prior written notice to Purchaser, remove the Holder Representative from such position. In the event of the death, incapacity, resignation or removal of the Holder Representative, a successor Holder Representative taken will be elected promptly by the Majority Effective Time Holders and done pursuant to the authority herein grantedEffective Time Holders will so notify the Purchaser and the Escrow Agent (so long as the value of the Escrow Fund exceeds zero (including if any Escrow Shares remain therein)). The Each successor Holder Representative shall not be liablehave all of the power, responsible or accountable authority, rights and privileges conferred by this Agreement upon the original Holder Representative, and the term “Holder Representative” as used in damages or this Agreement includes any successor Holder Representative. (c) Except as otherwise expressly provided for in this Agreement, the Purchaser is entitled to deal exclusively with the Holders for any loss or damage incurred by reason Holder Representative on all matters relating to Sections 3.6 and 3.7, Article 9, Article 10 and the Escrow Agreement, and is entitled to rely conclusively (without further evidence of any act kind whatsoever) on any document executed or failure purported to act be executed on behalf of any Effective Time Holder by the Holder Representative, and each on any other action taken or purported to be taken on behalf of any Effective Time Holder and Permitted Transferee shall jointly and by the Holder Representative, as fully binding upon such Effective Time Holder. (d) The Holder Representative will incur no liability of any kind to any Person for any action or inaction taken or failed to be taken, by the Holder Representative or by its agents, in connection with its services as the Holder Representative, except its or its agents’ willful misconduct or gross negligence. The Effective Time Holders will severally indemnify indemnify, defend and hold harmless the Holder Representative and its successors and assigns, on a several but not joint basis (on a pro rata basis in accordance with their Escrow Percentage Interests), from and against any loss and all loss, liability, damage, claim, penalty, fine, forfeiture, action, fee or damage except expense (including the reasonable fees and expenses of outside counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Holder Representative pursuant to the extent terms of this Agreement, the Escrow Agreement or the Holder Representative Agreement, in each case as such loss Representative Loss is incurred or damage shall have been suffered; provided that in the result of event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the individual gross negligence or willful misconduct of the Holder Representative. In the event that , the Holder Representative resignswill reimburse the Effective Time Holders the amount of such indemnified Representative Loss attributable to such gross negligence or willful misconduct. Representative Losses shall first be paid from any proceeds remaining in the Holder Representative Fund. To the extent the Holder Representative Fund is insufficient to cover Representative Losses, liquidatesand if not paid directly to the Holder Representative by the Effective Time Holders, dissolves or becomes unable any such Representative Losses may be recovered by the Holder Representative from (i) the amounts in the Escrow Account otherwise distributable to perform its functions hereunder, Effective Time Holders pursuant to the Holders terms hereof and the Permitted Transferees Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Holder Representative to the Escrow Agent, or (ii) from any Earn-Out Consideration actually payable to the Effective Time Holders pursuant to written instructions delivered by the Holder Representative to Purchaser; provided that while this section allows the Holder Representative to be paid from the Escrow Account and the Earn-Out Consideration, this does not relieve the Effective Time Holders from their obligation to (if and when the Holder Representative Fund has been depleted) promptly pay such Representative Losses as such Representative Losses are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. Nothing herein shall promptly select be deemed to require any of the Purchaser and its Affiliates (including the Acquired Companies after the Effective Time but other than any Effective Time Holders that are also Affiliates of the Purchaser) to indemnify, defend or hold harmless the Holder Representative or otherwise pay any Representative Losses. (e) Upon the Closing, Purchaser shall wire to the Holder Representative an alternate person to serve aggregate amount of Two Hundred Thousand dollars ($200,000) in cash as the Holder Representative and Fund in accordance with Section 2.2(c)(iii), which shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of be held by the Holder Representative as being the decision, act, consent, notice or instruction of each of agent and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Effective Time Holders in a segregated client bank account and shall be used for the purposes of paying directly, or reimbursing the Holder Representative for, any third party expenses (including reasonable legal fees and expenses) pursuant to this Agreement, the Escrow Agreement or the Holder Representative Agreement. The Holder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Effective Time Holders shall not receive interest or other earnings on the Holder Representative Fund and the Permitted TransfereesEffective Time Holders irrevocably transfer and assign to the Holder Representative any ownership right that they may have in any interest that may accrue on funds held in the Holder Representative Fund. The Effective Time Holders acknowledge that the Holder Representative is not providing any investment supervision, and recommendations or advice. The Holder Representative shall have no responsibility or liability for any notices so made shall discharge loss of principal of the Holder Representative Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of the release in full of the Escrow Shares in the Escrow Account under the terms set forth in this Agreement and in the Escrow Agreement and the resolution of all notice requirements earn-out matters, the Holder Representative shall deliver the balance of Parent the Holder Representative Fund to the Holders Exchange Agent for distribution to the Effective Time Holders. For tax purposes, the Holder Representative Fund shall be treated as having been received and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered voluntarily set aside by the Effective Time Holders at the time of Closing. (f) Following the delivery of each Calculation Statement or Indemnification Demand, the Permitted Transferees to Parent Holder Representative and its representatives and agents shall be made given all such access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Purchaser, including the individuals responsible for preparing the Calculation Statement or for the matters that are the subject of the Indemnification Demand, as the case may be, as they may reasonably require for the purposes of resolving any disputes or responding to any matters or inquiries raised in such Calculation Statement or Indemnification Demand. (g) This appointment and grant of power and authority by the Effective Time Holders to the Holder RepresentativeRepresentative pursuant to this Section 11.1 is coupled with an interest, and any notices so made shall discharge is in full all notice requirements consideration of the Holders mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Effective Time Holder or by operation of Law, whether upon the Permitted Transferees to Parent with respect theretodeath or incapacity of any Effective Time Holder, or by the occurrence of any other event.

Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, (a) The parties have agreed that it is desirable to designate a representative for the Stockholders to act as the Holder Representative, as his, her, or its their true and lawful attorney-in-fact fact, for them in their name and on their behalf (i) the “Holder Representative”), to give exercise the powers set forth below. This power of attorney shall not be terminated or otherwise affected by the disability of any Stockholder. This power of attorney shall terminate only when the duties of the Holder Representative have been fully performed or upon resignation as provided below. The parties have designated Xxxxxxx X. Xxxxxx as the initial Holder Representative, and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to approval of this Agreement as per Section 6.3 by the holders of this Agreement, Company Capital Stock shall constitute ratification and (iv) to communicate to Parent any elections approval of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereofsuch designation on behalf of all Stockholders. The Holder Representative may take all actions necessary or appropriate in the judgment of resign at any time, and the Holder Representative for may be removed by the accomplishment vote of any Persons that collectively owned shares constituting more than a majority of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements outstanding shares of the Holder Representative taken and done pursuant Company Capital Stock immediately prior to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder RepresentativeEffective Time (“Majority Holders”). In the event that the Holder Representative resignshas resigned or been removed, liquidatesa new Holder Representative shall be appointed by the Majority Holders, dissolves such appointment to become effective upon the written acceptance thereof by the new Holder Representative. (b) The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement, including the power, from and after the Effective Time, (i) to give and accept notice in accordance with this Agreement and any other Transaction Document or becomes unable other agreement or document entered into in connection with the Transactions, whether prior to, on or after the Closing, (ii) to execute any other Transaction Documents or agreement or document entered into in connection with the Transactions, whether prior to, on or after the Closing, (iii) to waive any provisions of any such agreements, (iv) to conduct, control and cooperate with respect to the defense of any litigation described in this Agreement, (v) to settle disputes between the parties and (vi) to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction other duties required of the Holder Representative as being under this Agreement and any other Transaction Document to which the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted TransfereesHolder Representative is a party. Parent is hereby relieved from any The Holder Representative will have no liability to Parent, Sub, Company, the Surviving Corporation or the Stockholders with respect to actions taken or omitted to be taken in its capacity as Holder Representative, except with respect to the Holder Representative’s gross negligence or willful misconduct. The Holder Representative will at all times be entitled to rely on any Persondirections received from the Majority Holders; provided, including however, that the Holders Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any Permitted Transfereeaction in its capacity as Holder Representative, for any acts done by unless the Holder Representative is holding funds delivered to it under this Section 7.06(b) and/or has been provided with other funds, security or indemnities which, in accordance with or reliance on such decision, act, consent, notice or instruction the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the Losses which may be incurred by the Holder Representative in responding to such direction or taking such action. All notices or The Holder Representative shall be entitled to engage such counsel, experts and other communications required agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. Any expenses incurred by the Holder Representative with respect to the foregoing shall be reimbursed out of the distributions to be made or delivered by Parent to the Holders Stockholders pursuant to Sections 2.08 and 2.09, or the Permitted Transferees shall be made to such other mechanism established by the Holder Representative for the benefit of the Holders and Stockholders for such purpose. (c) Neither Parent, the Permitted Transferees, and Surviving Corporation nor any notices so made of their Affiliates shall discharge be liable in full all notice requirements of Parent any way to the Holders and the Permitted Transferees with respect thereto. All notices Indemnitees or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and based on any notices so made shall discharge in full all notice requirements act or omission of the Holders or the Permitted Transferees Holder Representative relating to Parent this Agreement. (d) Except with respect theretoto claims for specific performance, fraud or intentional misrepresentation the sole and exclusive recourse against the Stockholders pursuant to this Agreement shall be the Escrow Fund and Earnout Holdback Amounts.

Holder Representative. (a) At any time during the Forbearance Period, the Requisite Holders may appoint a holder representative (the “Holder Representative”), which shall have authority, as representative and agent of the Holders, to approve any Cash Flow Forecast or to approve the terms and scopes of the engagements of the Company Financial Advisor and Company Strategic Advisor and to the extent, necessary or desirable by the Requisite Holders, any other decision requested by the Issuer which is based upon material non-public information of the Issuer (“MNPI”) that the Holders do not wish to receive such MNPI (in each case, a “Consent”). If appointed, in reviewing a transaction submitted to it, the Holder Representative will give its Consent if the Holder Representative determines that the terms of the transaction are consistent with the terms that would reasonably be expected in a comparable transaction between unrelated parties. It is understood and agreed that as of the date hereof no Holder Representative has been appointed and none will be appointed until such time as the Requisite Holders so designate in writing to the Issuer and the Trustee. (A) If appointed, in determining whether to give or withhold Consent, the Holder Representative shall be absolutely protected in relying on information provided to it by the Issuer, its affiliates or its representatives without need of independent inquiry by the Holder Representative. (B) Any Person serving as the Holder Representative may be removed at any time by Requisite Holder vote. Any Person serving as the Holder Representative may also resign at any time. In the case of any such removal or resignation, a replacement Holder Representative shall be designated. No such removal shall affect the validity of any Consent given by the Holder Representative prior to the removal of any such Person. (C) Each Person serving as Holder Representative shall be entitled to reimbursement of expenses, compensation and each Permitted Transferee hereby constitutes indemnification from the Issuer. (D) The Holders agree (and appoints Ceridianany future Holder Representative shall agree at the time of appointment) that the Issuer shall be fully protected in relying upon Consent given or withheld to a proposed transaction from the Holder Representative, and shall have no liability for entering into any transaction for which Consent has been received or for not entering into any transaction for which Consent has been withheld by the Holder Representative. (E) The Holders may, at the expense of the Issuer, retain an independent financial advisor to serve as the Holder Representative; provided, that in such circumstances where an independent financial advisor will serve as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve entity designated as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and must be acceptable to all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretoHolders.

Holder Representative. Each Holder (a) The Holders agree to appoint one Person to act as their representative, attorney in fact and each Permitted Transferee hereby constitutes and appoints Ceridian, as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises proxy with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to certain matters specified in this Agreement (the "Holder Representative"). The parties have designated General Electric Capital Services, Inc. as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereofinitial Holder Representative. The Holder Representative may take all actions necessary resign at any time, and a Holder Representative may be removed at any time by the vote of a majority in interest of the Holders. In the event of the death, resignation or appropriate removal of the Holder Representative, a new Holder Representative shall be appointed by a vote of a majority in interest of the judgment Holders, such appointment to become effective upon the written acceptance thereof by the new Holder Representative. Any failure by a majority in interest of the Holders to appoint a new Holder Representative upon the death, resignation or removal of the Holder Representative for shall not have the accomplishment effect of releasing the Holders from any liability under this Agreement. (b) The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to the Holder Representative under this Agreement; provided, however, that the Holder Representative will have no obligation to act on behalf of the foregoingHolders, each except as expressly provided herein. The Holder Representative will at all times be entitled to rely on any directions received from a majority in interest of the Holders. The Holder Representative shall, at the expense of the Holders, be entitled to engage such counsel, experts and Permitted Transferee agreeing to be fully bound by other agents and consultants as they shall deem necessary in connection with exercising their powers and performing their function hereunder and (in the acts, decisions and agreements absence of bad faith on the part of the Holder Representative taken Representative) shall be entitled to conclusively rely on the opinions and done pursuant to the authority herein granted. advice of such Persons. (c) The Holder Representative shall not be liableentitled to any fee, responsible commission or accountable in damages or otherwise other compensation for the performance of its services hereunder, but shall be entitled to the Holders for payment of all his or her expenses incurred as the Holder Representative. In connection with this Agreement, and any loss instrument, agreement or damage incurred document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Holder Representative hereunder, the Holder Representative shall incur no responsibility whatsoever to any Holder by reason of any error in judgment or other act or omission performed or omitted hereunder or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct. Each Holder shall indemnify, pro rata based upon such holder's percentage interest, the Holder Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys', accountants' and other experts' or consultant's fees and the amount of any judgment against the Holder Representative, of any nature whatsoever, arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Holder Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Holder Representative hereunder for his or her gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from Holder Representative to the Holders as to the existence of a deficiency toward the payment of any such indemnification amount, each such holder shall promptly deliver to the Holder Representative full payment of his or her ratable share of the amount of such deficiency, in accordance with such Holder's percentage interest. In no event shall the Company be responsible for any reimbursement or indemnification of the Holder Representative. (d) All of the indemnities, immunities and powers granted to the Holder Representative under this Agreement shall survive the termination of this Agreement. (e) Notwithstanding anything herein to the contrary, each Holder hereby acknowledges that the Company shall not have any responsibility or obligation whatsoever to any such Holder or to any other party with respect to or arising out of any actions taken or any inaction by the Holder Representative, and each Holder and Permitted Transferee . (f) The Company shall jointly and severally indemnify and hold harmless have the right to rely conclusively upon all actions taken or omitted to be taken by the Holder Representative against pursuant to this Agreement and any loss instrument, agreement or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resignsdocument relating hereto, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with which actions or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees omissions shall be made to legally binding upon all the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretoHolders.

Holder Representative. Each Holder (a) In order to efficiently administer (i) the determination of the Merger Consideration adjustment pursuant to Section 1.6, (ii) the waiver of any condition to the obligations of the Company and each Permitted Transferee the Company Holders to consummate the transactions contemplated hereby constitutes and appoints Ceridian(iii) the defense and/or settlement of any claims for which the Indemnifying Securityholders may be required to indemnify the Indemnified Parties pursuant to Article VI hereof, among other things, the Company Holders by their adoption of this Agreement pursuant to this Section 1.14 designate Shareholder Representative Services LLC as the Holder Representative. (b) In the event that the Holder Representative dies, as hisbecomes unable to perform his responsibilities hereunder or resigns from such position, herthe Company Stockholders holding, prior to the Closing, a majority of the outstanding Company Shares shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Holder Representative for all purposes of this Agreement. (c) A decision, act, consent or instruction of the Holder Representative (including, without limitation, any agreement between the Holder Representative and the Buyer relating to the determination of the Merger Consideration, any Merger Consideration adjustments, or the defense or settlement of any claims for which the Indemnifying Securityholders may be required to indemnify the Indemnified Parties pursuant to Article VI hereof) shall constitute a decision, act, consent or instruction of all Major Holders and all other Company Holders and shall be binding and conclusive upon each of such Persons and the Buyer, Surviving Corporation and Escrow Agent may rely upon any such decision, act, consent or instruction as being the decision, act, consent or instruction of each and every such Person. The Buyer, Surviving Corporation and Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Holder Representative. (d) By voting in favor of the approval of the Merger and the adoption of this Agreement and accepting receipt of the Merger Consideration, the Company Holders shall have constituted and appointed, upon the Effective Time, the Holder Representative (and by his execution of this Agreement as Holder Representative, Shareholder Representative Services LLC hereby accepts its true appointment) as the true, exclusive and lawful agent and attorney-in-fact of the Company Holders to act in the name, place and stead of the Company Holders in connection with the transactions contemplated by this Agreement, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Company Holders in any Legal Proceeding affecting the Company Holders, to do or refrain from doing all such further acts and things, and to execute all such documents as the Holder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (i) to make all decisions relating to the determination of the Merger Consideration and any of the Merger Consideration adjustments, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and/or the Company Holders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Indemnifying Securityholders may be required to indemnify the Indemnified Parties pursuant to Article VI hereof, (iii) to give and receive all notices and communications required or permitted to be given under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this the Agreement as per Section 6.3 of this Agreement, and (iv) to communicate take any and all additional action as is contemplated to Parent any elections be taken by or on behalf of the Company Holders by the terms of this Agreement. (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Holder Representative deems necessary or appropriate in connection with the Permitted Transferees consummation of the transactions contemplated by this Agreement; (iii) to receive funds for the payment of expenses of the Company Holders and apply such funds in payment for such expenses; (iv) to do or refrain from doing any further act or deed on behalf of the Company Holders that the Holder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Company Holders could do if personally present; and (v) to receive service of process in connection with any claims under this Agreement. (e) The Holder Representative shall incur no Liability to the Company Holders with respect to the registration rights provided any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for in ARTICLE IV hereofother action or inaction except his own willful misconduct or gross negligence. The Holder Representative may take may, in all actions necessary questions arising under this Agreement or appropriate in the judgment Escrow Agreement, rely on the advice of counsel and the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise liable to the Company Holders for anything done, omitted or suffered in good faith by the Holder Representative based on such advice. Notwithstanding anything to the contrary set forth in this Agreement, the Holder Representative shall not do, and shall not have the authority to do, any of the following: (i) bind any Major Holder to liability under this Agreement, any Ancillary Agreement or otherwise, including claims by any of the Indemnified Parties, in excess of the basis and levels of liability set forth in such applicable agreement for any such Major Holder without such Major Holder’s prior written consent; (ii) amend any provision of Article VI of this Agreement or the indemnification provisions of any Ancillary Agreement unless each Major Holder shall have previously consented to such amendment in writing; or (iii) otherwise amend any provision of this Agreement or any Ancillary Agreement if such amendment materially and adversely affects the rights of a Major Holder in a manner not applicable to all Company Stockholders generally without such Major Holder’s prior written consent. (f) The Company Holders shall severally indemnify the Holder Representative and hold it harmless against and from any loss, liability, damage, claim, penalty, fine, forfeiture, action, fee, cost or expense (including attorneys fees reasonably incurred or suffered as a result of the performance of his duties under this Agreement) incurred without willful misconduct or gross negligence by the Holder Representative (collectively, “Representative Loss”) arising out of or in connection with the acceptance or administration of its duties hereunder, in each case as such Representative Loss is suffered or incurred. If not paid directly to the Holder Representative by the Company Holders, any such Representative Losses may be recovered by the Holder Representative from (i) the funds in the Expense Fund (as defined below) and (ii) the amounts in the Indemnity Escrow Fund at such time as remaining amounts would otherwise be, subject to the provisions of Article VI, distributable to the Company Holders; provided, that while this Section 1.14(f) allows the Holder Representative to be paid from the Expense Fund and the Indemnity Escrow Fund, this does not relieve the Company Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at Law or otherwise. All expenses incurred by the Holder Representative in connection with the performance of its duties as Holder Representative shall be borne and paid by the Company Holders, in proportion to their Pro Rata Portion; provided however, that $50,000 (the “Expense Fund”) shall be paid to the Holder Representative by the Company immediately prior to the Closing, such amount for all purposes of this Agreement to be deemed a Company Holder Transaction Cost. The Expense Fund will be used for the purposes of paying directly, or reimbursing the Holder Representative for, any third party expenses pursuant to this Agreement or the Escrow Agreement. The Company Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Holder Representative will not be liable for any loss or damage incurred by reason of any act or failure to act by principal of the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the Expense Fund other than as a result of the individual its gross negligence or willful misconduct misconduct. As soon as practicable following the release in full of the Holder Representative. In the event that Indemnity Escrow Fund, the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, will deliver the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction balance of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent Expense Fund to the Holders or the Permitted Transferees shall be made Payment Agent for further distribution to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretoCompany Holders.

Holder Representative. (a) Each Designated Holder hereby irrevocably appoints Diamondback as its representative and each Permitted Transferee hereby constitutes and appoints Ceridianagent (together with any successor appointed pursuant to the terms hereof, as the “Holder Representative, as his, her, or its true and lawful attorney-in-fact (i”) to give and receive all notices and other communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound given by the acts, decisions and agreements of the Company to such Designated Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible Section 4.3 or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder RepresentativeSection 5.1 hereof. In the event that the Holder Representative resignsreceives any notice or other communication referred to in the immediately preceding sentence, liquidatesthe Holder Representative shall give notice thereof to the applicable Designated Holder as soon as reasonably practicable after such receipt. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, dissolves the Holder Representative shall not have any duty or becomes unable responsibility except those expressly set forth in the immediately two preceding sentences of this Section 9.16(a), nor shall the Holder Representative have or be deemed to perform have any fiduciary relationship with any Designated Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Holder Representative. (b) In connection with the discharge of its functions duties as set forth in Section 9.16(a), the Holder Representative shall be entitled to rely on the notice information for any Designated Holder that is set forth on such Designated Holder’s signature page hereto or that is contained in an Accession Agreement delivered to the Holder Representative pursuant to Section 9.5 hereof (as applicable), or any other notice information for such Designated Holder provided to the Holder Representative in compliance with Section 9.4 hereof. The Holder Representative shall not be under any obligation to ascertain or inquire as to the accuracy of any such notice information or the power or authority of any Person providing the Holder Representative with any such notice information, and may rely conclusively upon and shall be fully protected in acting upon such information. (c) Neither the Holder Representative nor any of its officers, directors, employees, agents or affiliates shall be liable to any Designated Holder or the Company for any loss, damage, liability or expense that any Designated Holder or the Company may suffer or incur in any way relating to or arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any such loss, damage, liability or expense results from the applicable Person’s gross negligence, willful misconduct or bad faith, as determined by a non-appealable decision by a court of competent jurisdiction. (d) Each of the Designated Holders agrees to indemnify and the Permitted Transferees shall promptly select an alternate person to serve as hold harmless the Holder Representative and shall promptly notify Parent its officers, directors, employees, agents and affiliates, pro rata (based on each such Designated Holder’s ownership percentage of such selection. Parent the Registrable Securities as of the time indemnification is demanded), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including reasonable attorneys’ fees) which may conclusively and absolutely relyat any time be imposed on, without inquiryincurred by or asserted against the Holder Representative or any of its officers, upon directors, employees, agents or affiliates in any decision, act, consent, notice way relating to or instruction arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any thereof result from the applicable Person’s gross negligence, willful misconduct or bad faith, as being determined by a non-appealable decision by a court of competent jurisdiction. (e) The Holder Representative may be replaced at any time for any reason with a successor selected by the decision, act, consent, notice or instruction Designated Holders holding a majority of each of and the Registrable Securities held by all of the Designated Holders as of such time. Any successor Holder Representative so selected shall become the Holder Representative hereunder by signing a counterpart signature page to this Agreement. In addition, the Holder Representative may resign from its position as Holder Representative at any time by giving notice of such resignation to the Company and the Permitted TransfereesDesignated Holders. Parent is hereby relieved from Upon any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of resignation of the Holder Representative, the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders shall appoint a successor Holder Representative. All notices Any resignation of a Holder Representative shall take effect upon the acceptance by a successor Holder Representative appointed as hereinabove provided. After a Holder Representative has been replaced or other communications required resigned, the provisions of this Section 9.16 shall continue to be made or delivered by Parent inure to its benefit as to any matters relating to the Holders or the Permitted Transferees shall be made to time it was the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretounder this Agreement.

Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, as (a) The entity designated in the definition of “Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of ” herein shall be the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereofinitial Holder Representative. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant provide written notice to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise Funding Lender and to the Holders for Governmental Lender upon request, designating particular individuals authorized to execute any loss consent, waiver, approval, direction or damage incurred by reason other instrument on behalf of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless such notice may be amended or rescinded by the Holder Representative against in writing at any loss time. The Holder Representative may resign or damage except be removed and a successor appointed by a written notice given by the Majority Holders to the extent Funding Lender and the Borrower; provided that no such loss removal or damage resignation shall have become effective unless and until a new Holder Representative has been appointed and has accepted such position by written instrument delivered to the result of Governmental Lender. The Majority Holders may appoint any Person to act as Holder Representative. (b) Whenever pursuant to this Funding Loan Agreement the individual gross negligence Holder Representative exercises any right given to it to approve or willful misconduct disapprove, or any arrangement or term is to be satisfactory to the Holder Representative, the decision of the Holder Representative. In Representative to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein or therein provided) be in the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as sole discretion of the Holder Representative and shall promptly notify Parent be final and conclusive. (c) Whenever the Funding Lender is not the sole holder of such selection. Parent may conclusively the Governmental Lender Note and absolutely relyinterests in the Funding Loan, without inquiry, upon any decision, act, and this Funding Loan Agreement requires the consent, notice determination, election, approval, waiver, acceptance, satisfaction or instruction expression of opinion of, or the taking of any discretionary act by, the Funding Lender (as expressly provided or as assignee of the Holder Representative as being the decision, act, consent, notice or instruction of each of and Issuer) (all of the Holders foregoing being referred to as “Consent” in this Section 10.4), there shall at all times be a Holder Representative appointed as set forth in this Section 10.4 and the Permitted Transferees. Parent is hereby relieved from any liability to any Personright, including the Holders power, privilege and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction option of the Holder Representative. All notices Funding Lender to withhold or other communications required grant its Consent shall be deemed to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit right, power, privilege and option of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and the Funding Lender shall have no responsibility for any notices so made shall discharge in full all notice requirements of the Holders action or the Permitted Transferees to Parent inaction with respect thereto, except as may be otherwise set forth in this Funding Loan Agreement, and, in such event, the Holder Representative shall have no responsibility for any action or inaction with respect thereto, except as may be otherwise set forth in this Funding Loan Agreement. The Funding Lender shall not grant or withhold any Consent until it has obtained the consent of the Holder Representative, if applicable. (d) The Holder Representative, if any, is intended to be a third party beneficiary hereof, and accordingly will be entitled to rely on the rights granted to it herein. No implied covenants, fiduciary duties or other liabilities shall attach to the Holder Representative.

Holder Representative. Each (a) By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Holder shall have irrevocably authorized and each Permitted Transferee hereby constitutes appointed Holder Representative as such Person’s representative, exclusive agent and appoints Ceridian, as the Holder Representative, as his, her, or its true and lawful attorney-in-fact to act on behalf of such Person with respect to this Agreement, the Indemnification Agreement to which such Person is a party and the Paying Agency Agreement and to take any and all actions and make any decisions required or permitted to be taken by Holder Representative pursuant to this Agreement, the Indemnification Agreements or the Paying Agency Agreement (including with respect to the Holder Representative Expense Amount), including the exercise of the power to: (i) to give and receive all notices and communications required or permitted under this Agreement, communications; (ii) authorize the payment to Parent from such Holder in satisfaction of claims for indemnification made by Parent pursuant to Article IX and the Indemnification Agreement (as applicable); (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to this claims for indemnification made by Parent pursuant to Article IX and the Indemnification Agreement; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article IX and the Indemnification Agreement (iiias applicable); (v) execute and deliver all documents necessary or desirable to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 carry out the intent of this Agreement, the Indemnification Agreements and the Paying Agency Agreement; (ivvi) make all elections or decisions contemplated by this Agreement, the Indemnification Agreements and the Paying Agency Agreement; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The assist Holder Representative may in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of the Holder Representative for the accomplishment of any of the foregoing. (b) Notwithstanding the foregoing, each the Holder Representative shall have no obligation to act on behalf of the Holders, except as expressly provided herein and Permitted Transferee agreeing to be fully bound by in the actsHolder Representative Agreement, decisions and agreements for purposes of clarity, there are no obligations of the Holder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedules. Parent shall be entitled to deal exclusively with Holder Representative on all matters relating to this Agreement (including Article IX) 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 Holder by Holder Representative, and on any other action taken or purported to be taken on behalf of any Holder by Holder Representative, as being fully binding upon such Person. Notices or communications to or from Holder Representative shall constitute notice to or from each of the Holders. Any decision or action by Holder Representative hereunder or under the Holder Representative Agreement, including any agreement between Holder Representative and done pursuant Parent relating to the authority herein granteddefense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Holders and shall be final, binding and conclusive upon each such Person and such Person’s successors as if expressly confirmed and ratified in writing by such Person. No Holder shall have the right to object to, dissent from, protest or otherwise contest the same. The powers, immunities and rights to indemnification granted to the Holder Representative Group hereunder: (i) are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Holders, or by operation of Law, whether by death or other event, and (ii) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest (if any) in the Holdback Amount or Earn-Out Payment. (c) The Holder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Holders according to each Holder’s Indemnification Pro Rata Share (the “Majority Holders”); provided, however, in no event shall not Holder Representative resign or be liableremoved without the Majority Holders having first appointed a new Holder Representative who shall assume such duties immediately upon the resignation or removal of Holder Representative. In the event of the death, responsible incapacity, resignation or accountable removal of Holder Representative, a new Holder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Holder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in damages such consent or otherwise the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Holder Representative as described in Section 11.01(a) above. The immunities and rights to indemnification set forth in this Section 11.01 shall survive the resignation or removal of the Holder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement. (d) Certain Holders have entered into the Holder Representative Agreement with the Holder Representative to provide direction to the Holder Representative in connection with its services under this Agreement and the Holder Representative Agreement (such Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither Holder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Holder Representative Group”) shall be liable to the Holders for any loss actions taken pursuant to this Agreement, the Holder Representative Agreement or damage incurred the Indemnification Agreements, except to the extent such actions shall have been determined by reason a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or failure omitted pursuant to act the advice of counsel, accountants and other professionals and experts retained by the Holder RepresentativeRepresentative shall be conclusive evidence of good faith). The Holders shall severally and not jointly (in accordance with their Indemnification Pro Rata Shares) indemnify, and each Holder and Permitted Transferee shall jointly and severally indemnify defend and hold harmless the Holder Representative against Group from and against, compensate it for, reimburse it for and pay any loss or damage except to the extent such loss or damage shall have been the result and all losses, liabilities, claims, actions, damages, fees, judgments, fines, amounts paid in settlement and expenses, including reasonable attorneys’ fees and disbursements, costs of the individual gross negligence or willful misconduct other skilled professionals and costs incurred in connection with seeking recovery from insurers arising out of the and in connection with its activities as Holder Representative. In the event that Representative under this Agreement, the Holder Representative resignsAgreement and the Indemnification Agreements (the “Representative Losses”), liquidatesin each case as such Representative Loss is suffered or incurred; provided, dissolves that in the event it is finally adjudicated that a Representative Loss or becomes unable to perform its functions hereunderany portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Holder Representative, Holder Representative shall reimburse the Holders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Holders, severally and the Permitted Transferees shall promptly select an alternate person to serve as not jointly (in accordance with their Indemnification Pro Rata Shares). Such Representative Losses may be recovered, first, from the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely relyExpense Amount, without inquirysecond, upon from any decision, act, consent, notice or instruction distribution of the Holder Representative as being the decision, act, consent, notice Holdback Amount or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered Earn-Out Payment paid by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative Paying Agent (for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent Holders) that is otherwise distributable to the Holders (and then, only at the Permitted Transferees with respect theretotime of distribution), and third, directly from the Holders. All notices or other communications The Holders acknowledge that the Holder Representative shall not be required to be made expend or delivered by risk its own funds or otherwise incur any financial liability in the Holders exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the Permitted Transferees transactions contemplated hereby. Furthermore, the Holder Representative shall not be required to Parent shall take any action unless the Holder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be made incurred by the Holder Representative in performing such actions. The Holder Representative Expense Amount will be used: (i) for the purposes of paying directly, or reimbursing the Holder Representative for, any Representative Losses or (ii) as otherwise directed by the Advisory Group. The Holders will not receive any interest or earnings on the Holder Representative Expense Amount and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Holder Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Holder Representative Expense Amount other than as a result of its gross negligence or willful misconduct. The Holder Representative will hold the Holder Representative Expense Amount funds separate from its corporate funds, will not use the Holder Representative Expense Amount funds for its operating expenses or any other corporate purposes and will not voluntarily make the Holder Representative Expense Amount funds available to its creditors in the event of bankruptcy. The Holder Representative is not acting as a withholding agent or in any similar capacity in connection with the Holder Representative Expense Amount and has no tax reporting or income distribution obligations. Subject to Advisory Group approval, the Holder Representative may contribute funds to the Holder Representative Expense Amount from any consideration otherwise distributable to the Holders. As soon as practicable following the completion of the Holder Representative’s responsibilities, the Holder Representative will deliver the remaining balance of the Holder Representative Expense Amount to the Paying Agent for distribution to the Holders in accordance with their respective Pro Rata Shares. (e) The Holder Representative shall be entitled to: (i) rely upon the payment spreadsheet delivered to it by the Company pursuant to the Holder Representative Agreement, (ii) rely upon any signature believed by it to be genuine, and any notices so made shall discharge in full all notice requirements (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the Holders applicable Holder or the Permitted Transferees to Parent with respect theretoother party.

Holder Representative. Each (a) By the approval of this Agreement pursuant to the DGCL, the Stockholder Consent and the Joinder Agreements, each Holder shall be deemed to have consented to the appointment of Shareholder Representative Services LLC as agent, proxy and each Permitted Transferee hereby constitutes and appoints Ceridianattorney-in-fact, with full power of substitution, to act on behalf of the Holders for certain limited purposes, as specified herein (the “Holder Representative”), including the full power and authority to act on the Holders’ behalf as hisprovided in Section 2.15(b). The Holders, herby approving this Agreement, or its true further agree that such agency, proxy and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreementare coupled with an interest, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 are therefore irrevocable without the consent of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, except as provided in Section 2.15(c), and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Holder and Permitted Transferee shall jointly not be affected by, and severally indemnify shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Holder. All decisions, actions, consents and hold harmless instructions by the Holder Representative against any loss or damage except to shall be binding upon all of the extent such loss or damage Holders, and no Holder shall have been the result of the individual gross negligence right to object to, dissent from, protest or willful misconduct of the Holder Representative. In the event that the Holder Representative resignsotherwise contest any such decision, liquidatesaction, dissolves consent or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selectioninstruction. Parent may conclusively and absolutely rely, without inquiry, upon Merger Sub shall be entitled to rely on any decision, actaction, consent, notice consent or instruction of the Holder Representative as being the decision, actaction, consent, notice consent or instruction of each of the Holders, and all of the Holders Parent and the Permitted Transferees. Parent is Merger Sub are hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on any such decision, act, consent, notice consent or instruction instruction. (b) The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement. Without limiting the generality of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to foregoing, the Holder Representative for shall have full power, authority and discretion to (i) consummate the benefit Transactions (including pursuant to Section 2.7 hereof); (ii) negotiate disputes arising under, or relating to, this Agreement and the Ancillary Agreements (including pursuant to Article VIII hereof); (iii) withhold any amounts received on behalf of the Holders under this Agreement or otherwise to satisfy any and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices obligations or other communications required to be made or delivered liabilities incurred by the Holders or the Permitted Transferees Holder Representative in the performance of their duties hereunder (including pursuant to Parent this Section 2.15, and Article VIII hereof); (iv) execute and deliver any amendment or waiver to this Agreement and the Ancillary Agreements (without the prior approval of the Holders); and (v) to take all other actions to be taken by or on behalf of the Holders in connection with this Agreement (including pursuant to Article VIII hereof) and the Ancillary Agreements. The Holder Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be made determined solely by the express provisions of this Agreement. (c) The Holder Representative may resign at any time. Holder Representative may be removed for any reason or no reason by the vote or written consent of Holders holding a majority of the Shares as of the Effective Time (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of the Holder Representative, a new Holder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Holder Representative shall be sent to Parent and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by Parent and, after the Effective Time, the Surviving Corporation; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Holder Representative as described in Section 2.15(a). (d) Upon the Closing, the Company will wire to the Holder Representative an amount of $75,000 (the “Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Holder Representative for, any notices third party expenses pursuant to the Merger Agreement and the Escrow Agreement. The Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Holder 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 Holder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes 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 Holder Representative’s responsibilities (or when so made directed by the Holders, if earlier), the Holder Representative shall discharge disburse the balance of the Expense Fund to the Holders (or, if practicable, to the Exchange Agent for further distribution to the Holders) based on such Holder’s Pro Rata Percentage as set forth on the Consideration Spreadsheet. For Tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Holders at the time of Closing. The parties agree that the Holder Representative is not acting as a withholding agent or in full any similar capacity in connection with the Expense Fund. The Holder Representative is not responsible for any tax reporting or withholding with respect to the Expense Fund or distribution thereof. Any portion of the Expense Fund that remains undeliverable or unclaimed after six months of the initial delivery attempt shall promptly be paid to Parent and handled in the same manner as other unclaimed funds pursuant to this Agreement. (e) The Holder Representative will incur no liability of any kind with respect to any action or omission by the Holder Representative in connection with the Holder Representative’s services pursuant to this Agreement and the Escrow Agreement, except in the event of liability directly resulting from the Holder Representative’s gross negligence or willful misconduct. The Holders will indemnify, defend and hold harmless the Holder Representative from and against any and all notice requirements losses, 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 of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Holder Representative’s execution and performance of this Agreement and the Escrow 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 or willful misconduct of the Holder Representative, the Holder Representative will reimburse the Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Holder Representative by the Holders, any such Representative Losses may be recovered by the Holder Representative from (i) the amounts in the Indemnity Escrow Fund at such time as remaining amounts would otherwise be distributable to the Holders, and (ii) from any Earnout Amounts at such time as any such amounts would otherwise be distributable to the Holders (it being understood that the sale of any such shares of Parent Common Stock by the Holder Representative shall be effected in compliance with the Securities Act); provided, that while this section allows the Holder Representative to be paid from the Indemnity Escrow Fund and the Earnout Amounts, this does not relieve the Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. For the avoidance of doubt, the limitations set forth in Section 8.5 are not intended to be applicable to the indemnities provide to the Holder Representative in this section. In no event will the Holder Representative be required to advance its own funds on behalf of the Holders or otherwise. The Holders acknowledge and agree that the Permitted Transferees to Parent with respect theretoforegoing indemnities will survive the resignation or removal of the Holder Representative or the termination of this Agreement.

Holder Representative. Each Holder By virtue of the approval of the Merger by the stockholders of GT, the holders of Company Common Stock (or Parent Preferred Stock and each Permitted Transferee hereby constitutes and appoints Ceridianunderlying Parent Common Stock, as the case may be) are deemed to have acknowledged their agreement to be bound by this Article IX, and hereby appoint MKM Capital Advisors, LLC as the representative to act on behalf of the holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be) for certain limited purposes, as specified herein (the “Holder Representative”). Such holders hereby grant the Holder Representative a power of attorney to act on their behalf in connection with the transactions contemplated by this Agreement, including executing documents, making all elections and decisions to be made by holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as histhe case may be) in connection with the Merger, herboth prior to and following the Closing Date, giving and receiving notices on behalf of the holders of Company Common Stock (or its true Parent Preferred Stock and lawful attorneyunderlying Parent Common Stock, as the case may be) and otherwise exercising all rights of holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be) on their behalf, including the assertion of any rights to Parent Common Stock under Article VII or any rights under the Registration Rights Agreement. The Representative may be removed by action of those holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be) representing 80% of such outstanding shares (voting, as applicable, on an as-in-fact converted basis) and such removal shall be effective upon written notice to the Holder Representative and Parent. If the Holder Representative (i) to give and receive all notices and communications required or permitted under this Agreementis removed by the stockholders, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreementdies or terminates its legal existence (if not an individual), (iii) becomes legally incapacitated, or (iv) resigns from its position as Holder Representative, then holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be) representing 80% of such outstanding shares (voting, as applicable, on an as-converted basis) shall, as promptly as practicable thereafter, appoint a replacement Holder Representative, which replacement Holder Representative shall be reasonably acceptable to negotiateParent. Such appointment shall be effective upon delivery of at least two business days prior written notice to Parent and, agree and enter into any amendments thereafter, the replacement Holder Representative shall be deemed to this Agreement as per Section 6.3 be the Holder Representative for all purposes of this Agreement, and (iv) . Any obligation of Parent to communicate to Parent take any elections of the Holders or the Permitted Transferees with action in respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for shall be suspended during any period that the accomplishment position of any of the foregoing, each Holder and Permitted Transferee agreeing Representative is vacant. Any successor to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of succeed the Holder Representative as being the decisionHolder Representative hereunder, act, consent, notice or instruction of each of and all of references to the Holders Holder Representative in this Agreement shall be deemed to refer to such successor from and after the Permitted Transfereesappointment thereof. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, If for any acts done by it in accordance with reason there is no Holder Representative at any time, all references herein to the Holder Representative shall be deemed to refer to the holders of Company Common Stock (or reliance on such decisionParent Preferred Stock and underlying Parent Common Stock, act, consent, notice or instruction as the case may be). No bond shall be required of the Holder Representative. All notices or other communications required to be made or delivered by Parent to of the Holders or the Permitted Transferees shall be made immunities and powers granted to the Holder Representative for under this Agreement shall survive the benefit Closing or the termination of this Agreement. The holders of Company Common Stock (or Parent Preferred Stock and underlying Parent Common Stock, as the case may be) further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Holders Holder Representative and shall survive the Permitted Transfereesdeath, incapacity, bankruptcy, dissolution or liquidation of any stockholder. All of the immunities and any notices so made shall discharge in full all notice requirements of Parent powers granted to the Holders and Holder Representative under this Agreement shall survive the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders Closing or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements termination of the Holders or the Permitted Transferees to Parent with respect theretothis Agreement.

Holder Representative. Each Purchaser hereby appoints Wilmington Savings Fund Society, FSB as the holder representative (the “Holder Representative”) for the benefit of Purchasers under the Notes to serve from the date hereof until the termination of this Agreement and each Permitted Transferee hereby constitutes the Notes. (a) The Company agrees to pay to the Holder Representative from time to time compensation for its services as reasonably agreed by the Company and appoints Ceridian, as the Holder Representative, as hisand the Company will pay or reimburse the Holder Representative upon its request for all reasonable expenses (including Transaction Expenses), herdisbursements and advances, if any, reasonably incurred or its true made by the Holder Representative (including reasonable attorney fees and lawful attorney-in-fact (iexpenses) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises in connection with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 the performance of this Agreement, the Notes, any other Transaction Document and (iv) to communicate to Parent any elections agreements ancillary hereto or thereto and the enforcement of the Holders rights and remedies of the Purchasers and the Holder Representative under any Transaction Document. (b) Each Purchaser hereby irrevocably authorizes the Holder Representative to take such action and to exercise such rights and powers hereunder as provided herein or as requested in writing by the Permitted Transferees Majority Holders, in accordance with respect to the registration rights provided for terms hereof, together with such powers as are reasonably incidental thereto. The Holder Representative shall have only those duties and responsibilities that are expressly specified herein and in ARTICLE IV hereofany other Transaction Document and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into any Transaction Document or otherwise exist against the Holder Representative, except as are explicitly set forth in any such Transaction Document. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the foregoing, each Holder advice of counsel concerning all matters pertaining to its duties hereunder and Permitted Transferee agreeing shall not be liable for any action taken or omitted to be fully bound taken by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein grantedit in good faith in accordance therewith. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason will incur no liability of any act kind with respect to any action or failure to act omission by the Holder Representative in connection with the Holder Representative’s services pursuant to this Agreement or any Note and any agreements ancillary hereto, and each except in the event of liability directly resulting from the Holder and Permitted Transferee shall jointly and severally indemnify Representative’s gross negligence or willful misconduct. The Purchasers will indemnify, defend and hold harmless the Holder Representative (which indemnity and reimbursement obligations shall survive any termination of this Agreement and/or the resignation or removal of the Holder Representative) from and against any loss or damage except and all losses, liabilities, obligations, damages, claims, penalties, fines, forfeitures, actions, judgments, suits, fees, costs and expenses (including to the extent the Company fails to make any payments to the Holder Representative as agreed or the Company is prohibited from making any payments to the Holder Representative pursuant to any subordination agreement or otherwise) of any kind or nature (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Holder Representative’s execution and performance of this Agreement, the Notes, any other Transaction Document and any agreements ancillary hereto or thereto and the enforcement of the rights and remedies of the Purchasers and the Holder Representative under any Transaction Document (including the enforcement of the Purchasers’ indemnity and reimbursement obligations hereunder), in each case as such loss Representative Loss is suffered or damage shall incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that , the Holder Representative resignswill reimburse the Purchasers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. (c) Without limiting the generality of the foregoing, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative (a) shall not be subject to any fiduciary or other implied duties or responsibilities, regardless of whether a default or Event of Default (as defined in the Notes) has occurred and is continuing (the use of the term “Holder Representative” herein and in any other Transaction Document is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), and (b) shall promptly notify Parent not have any duty to take any discretionary action or exercise any discretionary powers. The Holder Representative shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any other Transaction Document or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until the Holder Representative shall have received written instructions in respect thereof from the Majority Holders. If a default or Event of Default has occurred and is continuing, then the Holder Representative shall take such selectionaction with respect to such default of Event of Default as shall be directed by the Majority Holders, provided that, unless and until the Holder Representative shall have received such directions, the Holder Representative may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default of Event of Default as it shall deem advisable in the best interests of the Purchasers. Parent may conclusively and absolutely relyIn no event, without inquiryhowever, upon shall the Holder Representative be required to take any decisionaction which exposes the Holder Representative to personal liability, actor which is contrary to this Agreement, any other Transaction Document or applicable law. The Holder Representative shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Holders. No provision of this Agreement or any other Transaction Document, any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby shall require the Holder Representative to: (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers. Anything herein to the contrary notwithstanding, whenever reference is made in this Agreement or any other Transaction Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Holder Representative or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Holder Representative hereunder or thereunder, it is understood that in all cases the Holder Representative shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Majority Holders. (d) Holder Representative may resign at any time upon ten (10) days’ notice to the Company and the Purchasers, and the Majority Holders may remove or instruction replace Holder Representative at any time upon ten (10) days’ notice by notifying the Company and the Purchasers. Upon any such resignation or replacement, the Majority Holders shall have the right to appoint a successor Holder Representative, in consultation with the Company. Upon the acceptance of its appointment as Holder Representative hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Holder Representative, and the retiring, replaced or removed Holder Representative shall be discharged from its duties and obligations hereunder. If no successor Holder Representative shall have been appointed and shall have accepted such appointment, then on such 10th day (i) the retiring Holder Representative’s resignation, replacement or removal shall become effective, (ii) the retiring, replaced or removed Holder Representative shall thereupon be discharged from its duties and obligations hereunder and (iii) the Majority Holders shall thereafter perform all duties of the Holder Representative under hereunder until such time, if any, as being the decisionMajority Holders appoint a successor Holder Representative, actin consultation with the Company. (e) By executing a signature page hereto, consent, notice or instruction of each Purchaser hereby authorizes and directs the Holder Representative to execute each of the applicable Transaction Documents and all of perform its obligations hereunder and thereunder, subject to the Holders indemnification and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction other rights of the Holder Representative. All notices Representative set forth herein. (f) The Holder Representative shall have no obligation or other communications required duty to be made monitor, determine or delivered by Parent inquire as to the Holders accuracy or the Permitted Transferees compliance by any Purchaser with any representation or warranty of such Purchasers in Section 3 hereof or under applicable law with respect to any transfer of any interest in any Note. (g) In no event shall be made to the Holder Representative incur any liability for not performing any act or fulfilling any duty, obligation, or responsibility hereunder by reason of any occurrence beyond the benefit control of the Holders and Holder Representative (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God, or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the Permitted Transferees, and any notices so made shall discharge in full all notice requirements unavailability of Parent to the Holders and the Permitted Transferees with respect thereto. All notices Federal Reserve Bank wire or facsimile or other communications required to be made wire or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretocommunication facility).

Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian(a) The parties have agreed that it is desirable to designate a representative to act on behalf of the holders of Company Capital Stock for certain limited purposes, as specified herein (the "Holder Representative"). The parties have designated Xxxxxxx X. Xxxxxxx as the initial Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to approval of this Agreement as per Section 6.3 by the holders of this Agreement, Company Common Stock and (iv) to communicate to Parent any elections Company Preferred Stock shall constitute ratification and approval of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereofsuch designation. The Holder Representative may take all actions necessary or appropriate in the judgment of resign at any time, and the Holder Representative for may be removed by the accomplishment vote of any Persons that collectively owned shares constituting more than a majority of the foregoing, each Holder outstanding shares of Company Common Stock and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant Company Preferred Stock (on an as-converted basis) immediately prior to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder RepresentativeEffective Time ("Majority Holders"). In the event that the Holder Representative resignshas resigned or been removed, liquidatesa new Holder Representative shall be appointed by the Majority Holders, dissolves or becomes unable such appointment to perform its become effective upon the written acceptance thereof by the new Holder Representative. (b) The Holder Representative shall have such powers and authority as are necessary to carry out the functions hereunderassigned to it under this Agreement; provided, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as however, that the Holder Representative and shall promptly notify Parent will have no obligation to act on behalf of such selectionthe holders of Company Capital Stock, except as expressly provided herein. Parent may conclusively and absolutely relyThe Holder Representative will have no liability to Parent, without inquiryMerger Sub, upon the Company, the Surviving Corporation or the holders of Company Capital Stock with respect to actions taken or omitted to be taken in its capacity as Holder Representative, except with respect to the Holder Representative's willful misconduct. The Holder Representative will at all times be entitled to rely on any decisiondirections received from the Majority Holders; provided, acthowever, consent, notice or instruction of that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as being Holder Representative, unless the decisionHolder Representative has been provided with funds, actsecurity or indemnities which, consent, notice or instruction of each of and all of in the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction sole determination of the Holder Representative. All notices or other communications required , are sufficient to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to protect the Holder Representative for against the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to Losses which may be made or delivered by the Holders or the Permitted Transferees to Parent shall be made incurred by the Holder Representative in responding to such direction or taking such action. The Holder 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 function hereunder and (in 77 the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. Any expenses incurred by the Holder Representative with respect to the foregoing shall be solely the responsibility of the holders of the Company Capital Stock immediately prior to the Effective Time, and in no event shall the Holder Representative be entitled to reimbursement for any notices so made shall discharge such expenses from the Escrow Fund, except as expressly set forth in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretoEscrow Agreement.

Holder Representative. Each Holder (a) The Holders irrevocably appoint and each Permitted Transferee hereby constitutes constitute Torrey Holdings, LLC as agent, proxy and appoints Ceridianattorney-in-fact, with full power of substitution, to act on behalf of the Holders for certain limited purposes, as specified herein (the “Holder Representative”), including the full power and authority to act on the Holders’ behalf as hisprovided in Section 2.18(b). The Holders, herby approving this Agreement, or its true further agree that such agency, proxy and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreementare coupled with an interest, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 are therefore irrevocable without the consent of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, except as provided in Section 2.18(c), and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Holder and Permitted Transferee shall jointly not be affected by, and severally indemnify shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Holder. All decisions, actions, consents and hold harmless instructions by the Holder Representative against any loss or damage except to shall be binding upon all of the extent such loss or damage Holders, and no Holder shall have been the result of the individual gross negligence right to object to, dissent from, protest or willful misconduct of the Holder Representative. In the event that the Holder Representative resignsotherwise contest any such decision, liquidatesaction, dissolves consent or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selectioninstruction. Parent may conclusively and absolutely rely, without inquiry, upon Merger Sub shall be entitled to rely on any decision, actaction, consent, notice consent or instruction of the Holder Representative as being the decision, actaction, consent, notice consent or instruction of each of the Holders, and all of the Holders Parent and the Permitted Transferees. Parent is Merger Sub are hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on any such decision, act, consent, notice consent or instruction instruction. (b) The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement. Without limiting the generality of the foregoing, the Holder Representative. All notices Representative shall have full power, authority and discretion to (i) consummate the Transactions (including pursuant to Section 2.14 hereof); (ii) negotiate disputes arising under, or other communications required relating to, this Agreement and the Ancillary Agreements (including pursuant to be made or delivered by Parent Section 2.14 and Article VIII hereof); (iii) receive and disburse to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit any funds received on behalf of the Holders under this Agreement or the Ancillary Agreements (including pursuant to Section 2.14, Section 2.15, Section 2.16 and the Permitted Transferees, and Article VIII hereof); (iv) withhold any notices so made shall discharge in full all notice requirements amounts received on behalf of Parent to the Holders under this Agreement or otherwise to satisfy any and the Permitted Transferees with respect thereto. All notices all obligations or other communications required to be made or delivered liabilities incurred by the Holders or the Permitted Transferees Holder Representative in the performance of their duties hereunder (including pursuant to Parent Section 2.14, Section 2.15, Section 2.16, Section 2.17 and Article VIII hereof); (v) execute and deliver any amendment or waiver to this Agreement and the Ancillary Agreements (without the prior approval of the Holders); and (vi) to take all other actions to be taken by or on behalf of the Holders in connection with this Agreement (including pursuant to Section 2.14, Section 2.15, Section 2.16 and Article VIII hereof) and the Ancillary Agreements. The Holder Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be made determined solely by the express provisions of this Agreement. (c) The Holder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of Members holding a majority of the Units as of the Effective Time (the “Majority Holders”), with the prior consent of Parent, not to be unreasonably withheld. In the event of the death, incapacity, resignation or removal of the Holder Representative, a new Holder Representative shall be appointed by the vote or written consent of the Majority Holders, with the prior consent of Parent, not to be unreasonably withheld. Notice of such vote or a copy of the written consent appointing such new Holder Representative shall be sent to Parent and, after the Effective Time, to the Surviving Company, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by Parent and, after the Effective Time, the Surviving Company; provided, that until such notice is received, Parent, Merger Sub and the Surviving Company, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Holder Representative as described in Section 2.18(a). (d) The Holder Representative shall be entitled to reimbursement from funds paid to it under Section 2.15 of this Agreement and/or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity; provided, that, other than the payment contemplated under Section 2.15 hereof, neither Parent nor the Company nor its Subsidiaries shall have any notices so made monetary obligation or liability to the Holder Representative. (e) Each Holder, severally but not jointly, agrees to indemnify and hold harmless the Holder Representative and its partners, managers, officers, agents and other representatives from and against its Pro Rata Percentage of any losses, liabilities, expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons arising out of actions taken or omitted to be taken in the Holder Representative’s capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. (f) All acts of the Holder Representative hereunder in its capacity as such shall discharge in full all notice requirements be deemed to be acts on behalf of the Holders or and not of the Permitted Transferees Holder Representative individually. The Holder Representative, in its capacity as such, shall not have any liability for any amount owed to Parent or any other Person pursuant to this Agreement. The Holder Representative shall not be liable to the Company, the Surviving Company, Parent, the Merger Sub or any other Person in his or its capacity as the Holder Representative, for any liability of a Holder or otherwise, or for anything which it may do or refrain from doing in such capacity in connection with this Agreement. The Holder Representative shall not be liable to the Holders, in its capacity as the Holder Representative, for any liability of a Holder or otherwise, or for any error of judgment, or any act done or step taken or omitted by it in good faith, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement, except in the case of the Holder Representative’s gross negligence or willful misconduct as determined in a final and non-appealable judgment of a court of competent jurisdiction. The Holder Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties or rights hereunder, and it shall incur no liability in its capacity as the Holder Representative to the Parent, Surviving Company, the Merger Sub, the Company, the Holders or any other Person and shall be held harmless by the Holders with respect theretoto any action taken, omitted or suffered by it in good faith in accordance with the advice of such counsel. The Holder Representative in such capacity shall not by reason of this Agreement have a fiduciary relationship in respect of any Holder, except in respect of amounts received on behalf of the Holders.

Holder Representative. Each (a) Upon the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby by the Paloma Stockholders, Sherris (the “Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, Representative”) shall be appointed as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) Representative hereunder to give and receive all notices and communications required communications, to waive any breach or permitted default of Stratus under this Agreement, (ii) to agree to, negotiate, enter into settlements receive all notices and compromises services of process on behalf of the Paloma Stockholders in connection with respect to any claims under this Agreement, (iii) including indemnification claims by or against Paloma pursuant to negotiate, agree Article IX and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all other actions that are either: (i) necessary or appropriate in the judgment of the Holder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however that such agency shall apply only to matters affecting the Paloma Stockholders and any matter that affects only an individual Paloma Stockholder shall be addressed by Stratus and such Paloma Stockholder. In the event of the foregoingdeath, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements disability or resignation of the Holder Representative, the agency may be changed by the Paloma Stockholders as expeditiously as possible; and thereafter, written notice shall be given to Stratus or the designated successor. No bond shall be required of the Holder Representative, and the Holder Representative taken and done pursuant shall not receive any compensation for his services. Notices or communications to or from the authority herein granted. The Holder Representative shall constitute notice to or from the Paloma Stockholders. (b) Except for intentional fraud, the Holder Representative shall not be liable, responsible liable for any act done or accountable in damages or otherwise omitted hereunder as Holder Representative. Pursuant to the Holders following sentence, and to the fullest extent permitted by applicable Law, the Paloma Stockholders shall be, severally based on such Paloma Stockholders’ pro rata Portion of the Merger Consideration and not jointly, obligated to indemnify and defend the Holder Representative and hold the Holder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Holder Representative and arising out of or in connection with the acceptance or administration of the Holder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Holder Representative. At the time of distribution pursuant to Section 9.4 of any remaining Escrow Shares, the Holder Representative shall be entitled to deduct and withhold from such Shares to pay and reimburse fees and expenses of third parties incurred or expected to be incurred in connection with such Holder’s role as Holder Representative pursuant to this Agreement to the extent the Holder Representative Reserve would be insufficient to pay and reimburse fees and expenses of third parties. (c) The grant of authority provided for in Section 10.1 is coupled with an interest and is being granted, in part, as an inducement to Stratus and Paloma Merger Sub to enter into this Agreement, shall be irrevocable. (d) In connection with the performance of the Holder Representative’s obligations hereunder, the Holder Representative shall have the right at any loss time and from time to time to select and engage, at the cost and expense of the Paloma Stockholders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Holder Representative may deem necessary or damage incurred desirable and incur other out-of-pocket expenses related to performing its services hereunder. (e) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Holder Representative hereunder or thereunder: (i) the Holder Representative and his agents, counsel, accountants and other representatives shall not assume any, and shall incur no, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to the Paloma Stockholders or Stratus by reason of any error in judgment or other act or failure omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document other than with respect to act by intentional fraud of the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless (ii) the Holder Representative against shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any loss error in judgment or damage except other act or omission of the Holder Representative pursuant to such advice shall in no event subject the Holder Representative to liability to the extent such loss Paloma Stockholders or damage shall have been the result Stratus. (f) All of the individual gross negligence immunities and powers granted to the Holder Representative under this Agreement shall survive the Closing and/or any termination of this Agreement. (g) A decision, act, consent or willful misconduct instruction of the Holder Representative. In , including an extension or waiver of this Agreement, shall constitute a decision of the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative Paloma Stockholders and shall promptly notify Parent of such selection. Parent be final, binding and conclusive upon the Paloma Stockholders ; and Stratus may conclusively and absolutely rely, without inquiry, rely upon any such decision, act, consent, notice consent or instruction of the Holder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Holders and the Permitted TransfereesPaloma Stockholders. Parent Stratus is hereby relieved from any liability Liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Holder Representative. All notices . (h) The Holder Representative has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or other communications required instrument or certificate contemplated by this Agreement or to be made or delivered executed by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for in connection with the benefit consummation of the Holders transactions contemplated by this Agreement (together with this Agreement, the “Holder Representative Documents”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Holder Representative Documents, the performance of such Person’s respective obligations hereunder and thereunder and the Permitted Transfereesconsummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Holder Representative. This Agreement has been, and any notices so made shall discharge in full all notice requirements each of Parent the Holder Representative Documents will be at or prior to the Holders Closing, duly and the Permitted Transferees with respect thereto. All notices or other communications required to be made or validly executed and delivered by the Holders or Holder Representative and (assuming the Permitted Transferees to Parent shall be made due authorization, execution and delivery by the Holder Representativeother parties hereto and thereto) this Agreement constitutes, and any notices so made shall discharge in full all notice requirements each of the Holders Holder Representative Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Holder Representative enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or the Permitted Transferees to Parent with respect theretoin equity).

Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of 6.3of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereofIVhereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect thereto.

Holder Representative. Each (a) Upon adoption of this Section 3.9 pursuant to the Company Stockholder Approval, each Dragging Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, as has irrevocably appointed the Holder RepresentativeRepresentative as such Holder’s representative, as hisagent, her, or its true proxy and lawful attorney-in-fact fact, with full power of substitution to act on behalf of the Holders including the full power and authority to act on the Holders’ behalf to, including (i) to give and receive all notices and communications required or permitted consummate the transactions contemplated under this AgreementAgreement (including the adjustments under Section 3.8) and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith; (ii) to agree negotiate disputes arising under, or relating to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees including with respect to the registration rights provided for adjustments under Section 3.8) and the other agreements, instruments, and documents contemplated hereby or executed in ARTICLE IV hereof. The Holder Representative may take all actions necessary connection herewith; and (iii) execute and deliver any consent, amendment or appropriate waiver to this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith (without the judgment prior approval of the Holders), and such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Holder Representative for and shall survive the accomplishment death, incapacity, bankruptcy, dissolution or liquidation of any of the foregoingHolder. All decisions, each Holder actions, consents and Permitted Transferee agreeing to be fully bound instructions by the acts, decisions and agreements of the Holder Representative taken shall be binding upon all of the Holders, and done pursuant no Holder shall have the right to object to, dissent from, protest or otherwise contest the same. Parent shall not have the right to object to, and shall cause its Affiliates not to, dissent from, protest or otherwise contest the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders Each of Parent and the Permitted Transferees Paying Agent shall promptly select an alternate person be entitled to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon rely on any decision, actaction, consent, notice consent or instruction of the Holder Representative as being the decision, actaction, consent, notice consent or instruction of each and every Holder, and each of and all of the Holders Parent and the Permitted Transferees. Parent is Paying Agent are hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on any such decision, act, consentconsent or instruction. By their approval of this Agreement, notice each Holder shall be deemed to have waived any claims he, she or instruction it may have or assert, including those that may arise in the future, against the Holder Representative for any action or inaction taken or not taken by the Holder Representative in connection with such Person’s capacity as Holder Representative, except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute intentional and knowing fraud. (b) All acts of the Holder Representative. All notices or other communications required Representative hereunder in its capacity as such shall be deemed to be made or delivered by Parent to acts on behalf of the Holders or the Permitted Transferees shall be made to and not of the Holder Representative individually. The Holder Representative shall not have any liability for any amount owed to Parent pursuant to this Agreement. The Holder Representative shall not be liable to the Company, Parent, Merger Sub or any other Person in its capacity as the Holder Representative, for any liability of a Holder. (c) The Holder Representative shall have the right to recover from, in its sole discretion, the Holder Representative Account, prior to any distribution to the Holders, the Holder Representative’s reasonable costs and expenses incurred in the performance of its duties hereunder (“Charges”), including those resulting from the employment of financial advisors, attorneys, auditors and other advisors and agents. Following full reimbursement of all Charges, in the event that there are any remaining funds in the Holder Representative Account, the Holder Representative shall distribute such amount to the Paying Agent for the benefit of the Holders Holders, and the Permitted TransfereesPaying Agent shall promptly distribute to each Holder his, and any notices so made shall discharge her or its pro rata portion thereof in full all notice requirements of Parent to the Holders and the Permitted Transferees accordance with their respective Fully Diluted Percentage; provided that, with respect thereto. All notices or other communications required to be made or delivered any such payment to a holder of Vested Company RSU Awards for whom withholding by the Holders or Surviving Corporation is required, the Permitted Transferees Holder Representative shall deposit with the Surviving Corporation any portion of such amount payable to such holder and Parent shall cause the Surviving Corporation, through the Surviving Corporation’s payroll system, no later than the first regularly scheduled payroll date that is at least three (3) Business Days following such deposit, to distribute to each such holder the amount specified in instructions received from the Holder Representative and, in such circumstances, the amount deposited with the Paying Agent shall be made by reduced accordingly. In the event the Holder Representative Amount is insufficient to satisfy the Charges, then each Holder will be obligated to pay his, her or its pro rata portion of such deficit. (d) The Holders agree to indemnify the Holder Representative, on a pro rata basis in accordance with their respective Fully Diluted Percentage, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any notices so made shall discharge kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the Holder Representative in full all notice requirements any way relating to or arising out of or in connection with the acceptance or administration of the Holders Holder Representative’s duties hereunder or any documents contemplated by or referred to herein or therein or the Permitted Transferees transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided that, no Holder shall be liable for any of the foregoing to the extent they arise out of the Holder Representative’s commission of intentional and knowing fraud. (e) The Holder Representative may resign at any time, and may be removed for any reason or no reason by the written consent of the holders of a majority of the aggregate Fully Diluted Shares at the Effective Time (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of the Holder Representative, a new Holder Representative shall be appointed by the written consent of the Majority Holders. A copy of such written consent appointing such new Holder Representative shall be sent to Parent with respect theretoand, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by Parent and, after the Effective Time, the Surviving Corporation.

Holder Representative. Each Holder (a) By virtue of the adoption of this Agreement by the Merger Consent, and each Permitted Transferee without any further action of any of the holders of Company Membership Interests or the Company, Xxxxxxxx Xxxxxx hereby constitutes irrevocably nominated, constituted and appoints Ceridian, appointed as the Holder Representativeexclusive representative, as his, her, or its agent and true and lawful attorney-in-attorney in fact of holders of Company Membership Interests (ithe “Holder Representative”), with full power of substitution (and, if substituted, the Holder Representative will promptly notify Parent and Buyer of such substitution) to give act in the name, place and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises stead of the holders of Company Membership Interests with respect to this Agreement, (iii) as the same may be from time to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreementtime amended, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The transactions contemplated hereby, and to do or refrain from doing all such acts and things, and to execute all such documents, as the Holder Representative may take all actions shall deem necessary or appropriate in connection with this Agreement, any agreements contemplated by this Agreement or any of the judgment transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, the Holder Representatives is hereby authorized to take all actions on behalf of the holders of Company Membership Interests in connection with any actions taken or to be taken under Article II and Article VIII. Any vacancy in the position of Holder Representative may be filled by the Person set forth on Section 9.12 of the Company Disclosure Letter, subject to the right of holders representing a majority of the Company Membership Interests immediately prior to the Effective Time to replace any Holder Representative so appointed. (b) All decisions and actions of the Holder Representative for shall be final, binding and conclusive on the accomplishment holders of any Company Membership Interests and may be relied upon by Parent, Buyer and their Affiliates as the decisions and actions of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements holders of the Holder Representative taken and done pursuant to the authority herein grantedCompany Membership Interests. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise liable to any of the Holders holders of Company Membership Interests for any loss act done or damage incurred omitted by reason the Holder Representative in good faith pursuant to this Agreement or any agreement ancillary hereto or any mistake of any act fact or failure to act Law unless caused by the Holder Representative’s fraud or willful misconduct in the performance of its duties under this Agreement. The holders of Company Membership Interests will indemnify, and each Holder and Permitted Transferee shall jointly and severally indemnify defend and hold harmless the Holder Representative from and against any loss and all losses, 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 of document location, duplication and shipment) (collectively, “Holder Representative Losses”) arising out of or damage except in connection with the Holder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Holder Representative Loss is suffered or incurred; provided, that in the event that any such Holder Representative Loss is finally adjudicated to the extent such loss or damage shall have been directly caused by the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that , the Holder Representative resigns, liquidates, dissolves will reimburse the holders of Company Membership Interests the amount of such indemnified Holder Representative Loss to the extent attributable to such gross negligence or becomes unable willful misconduct. If not paid directly to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall by the holders of Company Membership Interests, any such Holder Representative Losses may be recovered by the Holder Representative from the funds in the Holder Representative Expense Funds; provided, that while this Section 9.12 allows the Holder Representative to be paid from the aforementioned sources of funds, this does not relieve the holders of Company Membership Interests from their obligation to promptly notify Parent pay such Holder Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. In no event will the Holder Representative be required to advance its own funds on behalf of such selectionthe holders of Company Membership Interests or otherwise. Parent may conclusively and absolutely relyNotwithstanding anything in this Agreement to the contrary, without inquiryany restrictions or limitations on liability or indemnification obligations of the holders of Company Membership Interests set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Holder Representative under this Section 9.12. The foregoing indemnities will survive the Closing, upon any decision, act, consent, notice the resignation or instruction removal of the Holder Representative as being or the decisiontermination of this Agreement. In taking any action or refraining from taking any action whatsoever the Holder Representative shall be protected in relying upon any notice, actpaper or other document reasonably believed by it to be genuine, consentor upon any evidence reasonably deemed by it to be sufficient. The Holder Representative may consult with counsel in connection with its duties and shall be fully protected in any act taken, notice suffered or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done permitted by it in good faith in accordance with the advice of counsel. (c) The holders of Company Membership Interests will not receive any interest or reliance earnings on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made Representative Expense Funds and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Holder Representative will not be liable for the benefit any loss of principal of the Holders Holder Representative Expense Funds other than as a result of its gross negligence or willful misconduct. The Holder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the Permitted Transfereesevent of bankruptcy. For tax purposes, the Holder Representative Expense Funds will be treated as having been received and voluntarily set aside by the holders of Company Membership Interests at the time of Closing. If there are any notices so made shall discharge in full Holder Representative Expense Funds remaining following the payment by the Holder Representative of all notice requirements of Parent to the Holders costs and the Permitted Transferees with respect thereto. All notices or other communications required expenses that may be reasonably expected to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made incurred by the Holder Representative, and any notices so made in its capacity as such, in connection the transactions contemplated by this Agreement, at such time the Holder Representative shall discharge in full all notice requirements of deposit (a) with the Holders or Paying Agent an amount equal to the Permitted Transferees to Parent aggregate Holder Representative Unused Funds Per Interest Payment owed, with respect theretoto all Company Membership Interests, to the former Company Members. The Paying Agent shall promptly disburse the funds received pursuant to this Section 9.12(c) to the former Company Members in accordance with the Updated Distribution Waterfall and in accordance with Article II.

Holder Representative. (a) Each Designated Holder hereby irrevocably appoints FS Private Investments III LLC as its representative and each Permitted Transferee hereby constitutes and appoints Ceridianagent (together with any successor appointed pursuant to the terms hereof, as the “Holder Representative, as his, her, or its true and lawful attorney-in-fact (i”) to give and receive all notices and other communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound given by the acts, decisions and agreements of the Company to such Designated Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible Section 4.3 or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder RepresentativeSection 5.1 hereof. In the event that the Holder Representative resignsreceives any notice or other communication referred to in the immediately preceding sentence, liquidatesthe Holder Representative shall give notice thereof to the applicable Designated Holder as soon as reasonably practicable after such receipt. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, dissolves the Holder Representative shall not have any duty or becomes unable responsibility except those expressly set forth in the immediately two preceding sentences of this Section 9.16(a), nor shall the Holder Representative have or be deemed to perform have any fiduciary relationship with any Designated Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Holder Representative. (b) In connection with the discharge of its functions duties as set forth in Section 9.16(a), the Holder Representative shall be entitled to rely on the notice information for any Designated Holder that is set forth on such Designated Holder’s signature page hereto or that is contained in an Accession Agreement delivered to the Holder Representative pursuant to Section 9.5 hereof (as applicable), or any other notice information for such Designated Holder provided to the Holder Representative in compliance with Section 9.4 hereof. The Holder Representative shall not be under any obligation to ascertain or inquire as to the accuracy of any such notice information or the power or authority of any Person providing the Holder Representative with any such notice information, and may rely conclusively upon and shall be fully protected in acting upon such information. (c) Neither the Holder Representative nor any of its officers, directors, employees, agents or affiliates shall be liable to any Designated Holder or the Company for any loss, damage, liability or expense that any Designated Holder or the Company may suffer or incur in any way relating to or arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any such loss, damage, liability or expense results from the applicable Person’s gross negligence, willful misconduct or bad faith, as determined by a non-appealable decision by a court of competent jurisdiction. (d) Each of the Designated Holders agrees to indemnify and the Permitted Transferees shall promptly select an alternate person to serve as hold harmless the Holder Representative and shall promptly notify Parent its officers, directors, employees, agents and affiliates, pro rata (based on each such Designated Holder’s ownership percentage of such selection. Parent the Registrable Securities as of the time indemnification is demanded), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including reasonable attorneys’ fees) which may conclusively and absolutely relyat any time be imposed on, without inquiryincurred by or asserted against the Holder Representative or any of its officers, upon directors, employees, agents or affiliates in any decision, act, consent, notice way relating to or instruction arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any thereof result from the applicable Person’s gross negligence, willful misconduct or bad faith, as being determined by a non-appealable decision by a court of competent jurisdiction. (e) The Holder Representative may be replaced at any time for any reason with a successor selected by the decision, act, consent, notice or instruction Designated Holders holding a majority of each of and the Registrable Securities held by all of the Designated Holders as of such time. Any successor Holder Representative so selected shall become the Holder Representative hereunder by signing a counterpart signature page to this Agreement. In addition, the Holder Representative may resign from its position as Holder Representative at any time by giving notice of such resignation to the Company and the Permitted TransfereesDesignated Holders. Parent is hereby relieved from Upon any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of resignation of the Holder Representative, the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders shall appoint a successor Holder Representative. All notices Any resignation of a Holder Representative shall take effect upon the acceptance by a successor Holder Representative appointed as hereinabove provided. After a Holder Representative has been replaced or other communications required resigned, the provisions of this Section 9.16 shall continue to be made or delivered by Parent inure to its benefit as to any matters relating to the Holders or the Permitted Transferees shall be made to time it was the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretounder this Agreement.

Holder Representative. Each (a) The Holders, the Company and the Holder Representative shall execute and each Permitted Transferee hereby constitutes deliver to the Purchaser a notice of appointment of the Holder Representative to serve in such role no later than 10 Business Days immediately prior to the Closing Date. The notice of appointment shall state: (i) the full legal name, address and appoints Ceridianother contact information of the Holder Representative; (ii) that the Holders have appointed the Holder Representative to serve in such role hereunder; and (iii) that the Holder Representative agrees to: (A) join this Agreement; (B) be bound by all of the terms and conditions of this Agreement as if the Holder Representative were a signatory hereto; and (C) perform all of the duties, responsibilities and obligations of the Holder Representative. The Parties shall afford the Holder Representative appointed in accordance with this provision all of the rights, power and privileges of the Holder Representative hereunder. The Holders and the Company shall appoint a nationally recognized third party representative to serve as the Holder Representative. (b) In order to efficiently administer the transaction contemplated hereby, including: (i) the determination of the Post-Closing Adjustment; (ii) waiver of any condition to the obligations of the Company and the Holders to consummate the transactions contemplated hereby; (iii) defence and/or settlement of any claims for which the Holders may be required to indemnify the Purchaser pursuant to this Agreement, and (iv) assertion of any claims for which the Purchaser may be required to indemnify the Holders pursuant to Section 2.10(a) of this Agreement, the Holder Representative, is irrevocably constituted and appointed by the Holders as histhe true, her, or its true exclusive and lawful representative, attorney-in-fact and agent for the Holders in connection with the provisions hereof. (c) The Holder Representative is hereby authorized: (i) to make all decisions related to the determination of the Post-Closing Adjustment pursuant to Sections 2.5 and 2.6; (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Holders to consummate the transactions contemplated hereby, or the defence and/or settlement of any claims for which the Holders may be required to indemnify the Purchaser pursuant to Article 8 or assertion of any claims for which the Purchaser may be required to indemnify the Holders pursuant to this Agreement; (iii) to give and receive all notices and communications required or permitted to be given under this the Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, ; and (iv) to communicate take any additional action as is contemplated to Parent any elections be taken by or on behalf of the Holders or by the Permitted Transferees with respect terms of this Agreement. (d) Without limiting the foregoing, it is hereby agreed that: The Purchaser shall be able to rely conclusively on the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment instructions and decisions of the Holder Representative for as to the accomplishment determination of the Post-Closing Adjustment, the settlement of any claims for indemnification by the Purchaser or the settlement of any claims for indemnification on behalf of the foregoing, each Holder and Permitted Transferee agreeing Holders pursuant to Article 8 or any other actions required or permitted to be fully bound taken by the acts, Holder Representative hereunder and no Party shall have any cause of action against the Purchaser in reliance upon the instructions or decisions and agreements of the Holder Representative. No Holder shall have any cause of action against the Holder Representative taken and done pursuant to for any action taken, decision made or instruction given by the authority herein grantedHolder Representative under this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Holder Representative. The Holder Representative shall not be liableliable to any Holder for any action taken or omitted to be taken by it in connection with the transactions contemplated by this Agreement in good faith and without gross negligence or willful misconduct. The Holder Representative may, responsible or accountable in damages or otherwise at its expense (subject to the rights of indemnification from the Holders below), at any time consult with independent legal counsel of its own choice in any such matters, and shall as among the Holders have full and complete authorization and protection from any action taken or omitted to be taken by it in accordance with the advice of such legal counsel, and shall incur no liability to any Holder for any loss or damage incurred by reason delay reasonably required to obtain the advice of any act such legal counsel. The Holders shall be jointly and severally liable and shall indemnify the Holder Representative for, and hold it harmless against, any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staff and all expenses of document location, duplication and shipment) (collectively, the “Representative Losses”) arising out of or failure to act by in connection with the Holder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, and in each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless case as such Representative Loss is suffered or incurred; provided, however, that in the Holder event that any such Representative against any loss or damage except Loss is finally adjudicated to the extent such loss or damage shall have been directly caused by the result of the individual fraud, bad faith, gross negligence or willful misconduct of the Holder Representative. In the event that , the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, will reimburse the Holders and the Permitted Transferees shall promptly select an alternate person amount of such indemnified Representative Loss to serve as the extent attributable to such fraud, bad faith, gross negligence or willful misconduct. If not paid directly to the Holder Representative and shall by the Holders, any such Representative Losses may be recovered by the Holder Representative from: (i) the Expense Fund; and/or (ii) the Escrow Funds at such time as the remaining amounts in the Escrow Funds would otherwise be distributable to the Holders; provided, however, that while this Section 2.10(d)(ii) allows the Holder Representative to be paid from the aforementioned sources of funds, this does not relieve the Holders from their obligation to promptly notify Parent pay such Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. In no event will the Holder Representative be required to advance its own funds on behalf of such selectionthe Holders or otherwise. Parent may conclusively and absolutely relyNotwithstanding anything in this Agreement to the contrary, without inquiryany restrictions or limitation on liability or indemnification obligations of, upon any decisionor provisions limiting the recourse against non- parties otherwise applicable to the Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Holder Representative under this Section 2.10(d)(ii). The foregoing indemnities will survive the Closing, act, consent, notice the resignation or instruction removal of the Holder Representative as being or the decisiontermination of this Agreement. Upon the Closing, actPurchaser will wire USD$50,000 (the “Expense Fund”) to the Holder Representative, consentwhich will be used for the purposes of paying directly, notice or instruction reimbursing the Holder Representative for, any third-party expenses pursuant to this Agreement and the agreements ancillary hereto. The Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Holder Representative will not be liable for any loss of each of and all principal of the Holders Expense Fund other than as a result of its fraud, bad faith, gross negligence or willful misconduct. The Holder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the Permitted Transfereesevent of bankruptcy. Parent is hereby relieved from any liability to any Person, including As soon as practicable following the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction completion of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to ’s responsibilities, the Holder Representative for the benefit will deliver any remaining balance of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent Expense Fund to the Holders Company for further distribution to the Holders. For tax purposes, the Expense Fund will be treated as having been received and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered voluntarily set aside by the Holders or at the Permitted Transferees to Parent time of Closing. The provisions of this Section 2.10 are independent and severable, are irrevocable and coupled with an interest and shall be made enforceable notwithstanding any rights and remedies that any Holder may have in connection with the transactions contemplated by this Agreement. Remedies available at Law for any breach of the provisions of this Section 2.10 are inadequate; therefore, the Purchaser and the Holder Representative, Representative shall be entitled to temporary and any notices so made shall discharge in full all notice requirements permanent injunctive relief without the necessity of proving damages if either of them brings and action to enforce the Holders or the Permitted Transferees to Parent with respect theretoprovisions of this Section 2.10.

Holder Representative. Each (a) Upon the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby by the VasculoMedics Stockholders, Sherris (the “Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, Representative”) shall be appointed as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) Representative hereunder to give and receive all notices and communications required communications, to waive any breach or permitted default of Stratus under this Agreement, (ii) to agree to, negotiate, enter into settlements receive all notices and compromises services of process on behalf of the VasculoMedics Stockholders in connection with respect to any claims under this Agreement, (iii) including indemnification claims by or against VasculoMedics pursuant to negotiate, agree Article IX and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all other actions that are either: (i) necessary or appropriate in the judgment of the Holder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however that such agency shall apply only to matters affecting the VasculoMedics Stockholders and any matter that affects only an individual VasculoMedics Stockholder shall be addressed by Stratus and such VasculoMedics Stockholder. In the event of the foregoingdeath, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements disability or resignation of the Holder Representative, the agency may be changed by the VasculoMedics Stockholders as expeditiously as possible; and thereafter, written notice shall be given to Stratus or the designated successor. No bond shall be required of the Holder Representative, and the Holder Representative taken and done pursuant shall not receive any compensation for his services. Notices or communications to or from the authority herein granted. The Holder Representative shall constitute notice to or from the VasculoMedics Stockholders. (b) Except for intentional fraud, the Holder Representative shall not be liable, responsible liable for any act done or accountable in damages or otherwise omitted hereunder as Holder Representative. Pursuant to the Holders following sentence, and to the fullest extent permitted by applicable Law, the VasculoMedics Stockholders shall be, severally based on such VasculoMedics Stockholders’ pro rata Portion of the Merger Consideration and not jointly, obligated to indemnify and defend the Holder Representative and hold the Holder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Holder Representative and arising out of or in connection with the acceptance or administration of the Holder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Holder Representative. At the time of distribution pursuant to Section 9.4 of any remaining Escrow Shares, the Holder Representative shall be entitled to deduct and withhold from such Shares to pay and reimburse fees and expenses of third parties incurred or expected to be incurred in connection with such Holder’s role as Holder Representative pursuant to this Agreement. (c) The grant of authority provided for in Section 10.1 is coupled with an interest and is being granted, in part, as an inducement to Stratus and VasculoMedics Merger Sub to enter into this Agreement, shall be irrevocable. (d) In connection with the performance of the Holder Representative’s obligations hereunder, the Holder Representative shall have the right at any loss time and from time to time to select and engage, at the cost and expense of the VasculoMedics Stockholders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Holder Representative may deem necessary or damage incurred desirable and incur other out-of-pocket expenses related to performing its services hereunder. (e) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Holder Representative hereunder or thereunder: (i) the Holder Representative and his agents, counsel, accountants and other representatives shall not assume any, and shall incur no, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to the VasculoMedics Stockholders or Stratus by reason of any error in judgment or other act or failure omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document other than with respect to act by intentional fraud of the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless (ii) the Holder Representative against shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any loss error in judgment or damage except other act or omission of the Holder Representative pursuant to such advice shall in no event subject the Holder Representative to liability to the extent such loss VasculoMedics Stockholders or damage shall have been the result Stratus. (f) All of the individual gross negligence immunities and powers granted to the Holder Representative under this Agreement shall survive the Closing and/or any termination of this Agreement. (g) A decision, act, consent or willful misconduct instruction of the Holder Representative. In , including an extension or waiver of this Agreement, shall constitute a decision of the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative VasculoMedics Stockholders and shall promptly notify Parent of such selection. Parent be final, binding and conclusive upon the VasculoMedics Stockholders ; and Stratus may conclusively and absolutely rely, without inquiry, rely upon any such decision, act, consent, notice consent or instruction of the Holder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Holders and the Permitted TransfereesVasculoMedics Stockholders. Parent Stratus is hereby relieved from any liability Liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Holder Representative. All notices . (h) The Holder Representative has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or other communications required instrument or certificate contemplated by this Agreement or to be made or delivered executed by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for in connection with the benefit consummation of the Holders transactions contemplated by this Agreement (together with this Agreement, the “Holder Representative Documents”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Holder Representative Documents, the performance of such Person’s respective obligations hereunder and thereunder and the Permitted Transfereesconsummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Holder Representative. This Agreement has been, and any notices so made shall discharge in full all notice requirements each of Parent the Holder Representative Documents will be at or prior to the Holders Closing, duly and the Permitted Transferees with respect thereto. All notices or other communications required to be made or validly executed and delivered by the Holders or Holder Representative and (assuming the Permitted Transferees to Parent shall be made due authorization, execution and delivery by the Holder Representativeother parties hereto and thereto) this Agreement constitutes, and any notices so made shall discharge in full all notice requirements each of the Holders Holder Representative Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Holder Representative enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or the Permitted Transferees to Parent with respect theretoin equity).

Holder Representative. Each The Purchaser hereby appoints Acquiom Agency Services LLC as the holder representative (the “Holder Representative”) for the benefit of the Purchaser under the Notes to serve from the date hereof until the termination of this Agreement and each Permitted Transferee hereby constitutes the Notes. (a) The Borrower agrees to pay, or cause to be paid, to the Holder Representative from time to time compensation for its services as reasonably agreed by the Borrower and appoints Ceridian, as the Holder Representative, as his, herand the Borrower will pay or reimburse, or caused to be paid or reimbursed, the Holder Representative upon its true request for all reasonable expenses (including Transaction Expenses), disbursements and lawful attorney-in-fact advances, if any, reasonably incurred or made by the Holder Representative (iincluding reasonable attorney fees and expenses) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises in connection with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 the performance of this Agreement, the Notes, any other Transaction Document and (iv) to communicate to Parent any elections agreements ancillary hereto or thereto and the enforcement of the Holders rights and remedies of the Purchaser and the Holder Representative under any Transaction Document. (b) The Purchaser hereby irrevocably authorizes the Holder Representative to take such action and to exercise such rights and powers hereunder as provided herein or as requested in writing by the Permitted Transferees Majority Holders, in accordance with respect to the registration rights provided for terms hereof, together with such powers as are reasonably incidental thereto. The Holder Representative shall have only those duties and responsibilities that are expressly specified herein and in ARTICLE IV hereofany other Transaction Document and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into any Transaction Document or otherwise exist against the Holder Representative, except as are explicitly set forth in any such Transaction Document. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the foregoing, each Holder advice of counsel concerning all matters pertaining to its duties hereunder and Permitted Transferee agreeing shall not be liable for any action taken or omitted to be fully bound taken by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein grantedit in good faith in accordance therewith. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason will incur no liability of any act kind with respect to any action or failure to act omission by the Holder Representative in connection with the Holder Representative’s services pursuant to this Agreement or any Note and any agreements ancillary hereto, and each except in the event of liability directly resulting from the Holder and Permitted Transferee shall jointly and severally indemnify Representative’s bad faith, gross negligence or willful misconduct. The Purchaser will indemnify, defend and hold harmless the Holder Representative (which indemnity and reimbursement obligations shall survive any termination of this Agreement and/or the resignation or removal of the Holder Representative) from and against any loss and all losses, liabilities, obligations, damages, claims, penalties, fines, forfeitures, actions, judgments, suits and reasonable and documented fees and expenses (collectively, “Representative Losses”) arising out of or damage except in connection with the Holder Representative’s execution and performance of this Agreement, the Notes, any other Transaction Document and any agreements ancillary hereto or thereto and the enforcement of the rights and remedies of the Purchaser and the Holder Representative under any Transaction Document (including the enforcement of the Purchaser’s indemnity and reimbursement obligations hereunder), in each case as such Representative Loss is suffered or incurred, unless such Representative Loss is attributable to the extent such loss or damage shall have been the result of the individual bad faith, gross negligence or willful misconduct of the Holder Representative. In . (c) Without limiting the event that generality of the foregoing, the Holder Representative resigns(a) shall not be subject to any fiduciary or other implied duties or responsibilities, liquidatesregardless of whether a default or Event of Default (as defined in the Notes) has occurred and is continuing (the use of the term “Holder Representative” herein and in any other Transaction Document is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, dissolves such term is used merely as a matter of market custom, and is intended to create or becomes unable reflect only an administrative relationship between independent contracting parties), and (b) shall not have any duty to perform its functions hereundertake any discretionary action or exercise any discretionary powers. The Holder Representative shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any other Transaction Document or from the exercise of any power, the Holders discretion or authority vested in it hereunder or thereunder unless and the Permitted Transferees shall promptly select an alternate person to serve as until the Holder Representative shall have received written instructions in respect thereof from the Majority Holders. If a default or Event of Default has occurred and is continuing, then the Holder Representative shall promptly notify Parent take such action with respect to such default of Event of Default as shall be directed by the Majority Holders, provided that, unless and until the Holder Representative shall have received such selectiondirections, the Holder Representative may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default of Event of Default as it shall deem advisable in the best interests of the Purchaser. Parent may conclusively and absolutely relyIn no event, without inquiryhowever, upon shall the Holder Representative be required to take any decisionaction which exposes the Holder Representative to personal liability, actor which is contrary to this Agreement, any other Transaction Document or applicable law. The Holder Representative shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Holders. No provision of this Agreement or any other Transaction Document, any agreement or instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby shall require the Holder Representative to: (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers. Anything herein to the contrary notwithstanding, whenever reference is made in this Agreement or any other Transaction Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Holder Representative or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Holder Representative hereunder or thereunder, it is understood that in all cases the Holder Representative shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Majority Holders. (d) The Holder Representative may resign at any time upon ten (10) days’ notice to the Company, the Borrower and the Purchaser, and the Majority Holders may remove or instruction replace the Holder Representative at any time upon ten (10) days’ notice by notifying the Company and the Majority Holders. Upon any such resignation or replacement, the Majority Holders shall have the right to appoint a successor Holder Representative, in consultation with, and reasonably acceptable to, the Borrower. Upon the acceptance of its appointment as Holder Representative hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Holder Representative, and the retiring, replaced or removed Holder Representative shall be discharged from its duties and obligations hereunder. If no successor Holder Representative shall have been appointed and shall have accepted such appointment, then on such 10th day (i) the retiring Holder Representative’s resignation, replacement or removal shall become effective, (ii) the retiring, replaced or removed Holder Representative shall thereupon be discharged from its duties and obligations hereunder and (iii) the Majority Holders shall thereafter perform all duties of the Holder Representative under hereunder until such time, if any, as being the decisionMajority Holders appoint a successor Holder Representative, actin consultation with, consentand reasonably acceptable to, notice or instruction of the Borrower. (e) By executing a signature page hereto, the Purchaser hereby authorizes and directs the Holder Representative to execute each of the applicable Transaction Documents and all of perform its obligations hereunder and thereunder, subject to the Holders indemnification and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction other rights of the Holder Representative. All notices Representative set forth herein. (f) The Holder Representative shall have no obligation or other communications required duty to be made monitor, determine or delivered by Parent inquire as to the Holders accuracy or compliance by the Permitted Transferees Purchaser with any representation or warranty of the Purchaser in Section 3 hereof or under applicable law with respect to any transfer of any interest in any Note. (g) In no event shall be made to the Holder Representative incur any liability for not performing any act or fulfilling any duty, obligation, or responsibility hereunder by reason of any occurrence beyond the benefit control of the Holders and Holder Representative (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God, or war, civil unrest, local or national disturbance, disaster or any act of terrorism, or the Permitted Transferees, and any notices so made shall discharge in full all notice requirements unavailability of Parent to the Holders and the Permitted Transferees with respect thereto. All notices Federal Reserve Bank wire or facsimile or other communications required to be made wire or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretocommunication facility.

Holder Representative. (a) Each Designated Holder hereby irrevocably appoints FS Private Investments III LLC as its representative and each Permitted Transferee hereby constitutes and appoints Ceridianagent (together with any successor appointed pursuant to the terms hereof, as the "Holder Representative, as his, her, or its true and lawful attorney-in-fact (i") to give and receive all notices and other communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound given by the acts, decisions and agreements of the Company to such Designated Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible Section 4.3 or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder RepresentativeSection 5.1 hereof. In the event that the Holder Representative resignsreceives any notice or other communication referred to in the immediately preceding sentence, liquidatesthe Holder Representative shall give notice thereof to the applicable Designated Holder as soon as reasonably practicable after such receipt. Anything in this Section 9.16 or elsewhere in this Agreement to the contrary notwithstanding, dissolves the Holder Representative shall not have any duty or becomes unable responsibility except those expressly set forth in the immediately two preceding sentences of this Section 9.16(a), nor shall the Holder Representative have or be deemed to perform have any fiduciary relationship with any Designated Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Holder Representative. (b) In connection with the discharge of its functions duties as set forth in Section 9.16(a), the Holder Representative shall be entitled to rely on the notice information for any Designated Holder that is set forth on such Designated Holder's signature page hereto or that is contained in an Accession Agreement delivered to the Holder Representative pursuant to Section 9.5 hereof (as applicable), or any other notice information for such Designated Holder provided to the Holder Representative in compliance with Section 9.4 hereof. The Holder Representative shall not be under any obligation to ascertain or inquire as to the accuracy of any such notice information or the power or authority of any Person providing the Holder Representative with any such notice information, and may rely conclusively upon and shall be fully protected in acting upon such information. (c) Neither the Holder Representative nor any of its officers, directors, employees, agents or affiliates shall be liable to any Designated Holder or the Company for any loss, damage, liability or expense that any Designated Holder or the Company may suffer or incur in any way relating to or arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any such loss, damage, liability or expense results from the applicable Person's gross negligence, willful misconduct or bad faith, as determined by a non-appealable decision by a court of competent jurisdiction. (d) Each of the Designated Holders agrees to indemnify and the Permitted Transferees shall promptly select an alternate person to serve as hold harmless the Holder Representative and shall promptly notify Parent its officers, directors, employees, agents and affiliates, pro rata (based on each such Designated Holder's ownership percentage of such selection. Parent the Registrable Securities as of the time indemnification is demanded), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including reasonable attorneys' fees) which may conclusively and absolutely relyat any time be imposed on, without inquiryincurred by or asserted against the Holder Representative or any of its officers, upon directors, employees, agents or affiliates in any decision, act, consent, notice way relating to or instruction arising out of the duties or responsibilities of the Holder Representative hereunder, or the performance or non-performance thereof, except to the extent that any thereof result from the applicable Person's gross negligence, willful misconduct or bad faith, as being determined by a non-appealable decision by a court of competent jurisdiction. (e) The Holder Representative may be replaced at any time for any reason with a successor selected by the decision, act, consent, notice or instruction Designated Holders holding a majority of each of and the Registrable Securities held by all of the Designated Holders as of such time. Any successor Holder Representative so selected shall become the Holder Representative hereunder by signing a counterpart signature page to this Agreement. In addition, the Holder Representative may resign from its position as Holder Representative at any time by giving notice of such resignation to the Company and the Permitted TransfereesDesignated Holders. Parent is hereby relieved from Upon any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of resignation of the Holder Representative, the Designated Holders holding a majority of the Registrable Securities held by all of the Designated Holders shall appoint a successor Holder Representative. All notices Any resignation of a Holder Representative shall take effect upon the acceptance by a successor Holder Representative appointed as hereinabove provided. After a Holder Representative has been replaced or other communications required resigned, the provisions of this Section 9.16 shall continue to be made or delivered by Parent inure to its benefit as to any matters relating to the Holders or the Permitted Transferees shall be made to time it was the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretounder this Agreement.

Holder Representative. Each Holder (a) By the execution and delivery of this Agreement, each Permitted Transferee of the Shareholders on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Ceridian, Shareholder Representative Services LLC in its capacity as the Holder Representative, as his, her, or its the true and lawful agent, representative, and attorney-in-fact of the Shareholders, following the Closing, with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person following the Closing under the terms and provisions of this Agreement and the Ancillary Agreements to which the Holder Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Holder Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Agreements to which the Holder Representative is a party, including, solely in each case, following the Closing: (i) making on behalf of such Person any determinations and taking all actions on their behalf relating to give their receipt of the Holdback Shares, the Milestone Payments and receive all notices and communications required or permitted under this Agreement, any disputes with respect thereto; (ii) authorize payment to any Indemnified Person in satisfaction of any Liability Claims hereunder by any Indemnified Person; (iii) object to such payments, (iv) 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 this Agreementany such Liability Claims, (iiiv) to assert, negotiate, agree and enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any amendments such indemnification claim by any Indemnified Person hereunder against any Indemnitor or by any such Indemnitor against any Indemnified Person or any dispute between any such Indemnified Person and any such Indemnitor, in each case relating to this Agreement as per Section 6.3 of this Agreementor the Transactions, and (ivvi) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all other actions that are (A) necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound or (B) as specifically mandated by the acts, decisions and agreements terms of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible this Agreement or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretoAncillary Agreement.

Holder Representative. Each (a) By the execution and delivery of a Letter of Transmittal, including counterparts thereof, each Holder and each Permitted Transferee hereby irrevocably constitutes and appoints Ceridianthe Holder Representative as the true and lawful agent and attorney-in-fact of such Holder with full powers of substitution to act in the name, place and stead of such Holder with respect to the performance on behalf of such Holder under the terms and provisions hereof and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Holder Representative shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the power to: (i) act for any Equity Holder, if applicable, with respect to all indemnification matters referred to herein, including the right to compromise or settle any such claim on behalf of such Equity Holder; (ii) act for any Equity Holder with respect to the Indemnification Escrow Fund and/or the Holdback Amount; (iii) amend or waive in any manner any provision hereof (including any condition to Closing) or of any document contemplated hereby; (iv) employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Holder Representative, in the sole discretion thereof, deems necessary or advisable in the performance of the duties of the Holder Representative; (v) act for such Holder with respect to all Closing Consideration matters and all Closing Consideration adjustment matters referred to herein; (vi) incur any expenses, liquidate and withhold assets received on behalf of such Holder prior to their distribution to such Holder to the extent of any amount that the Holder Representative deems necessary for payment of or as hisa reserve against expenses, herand pay such expenses or deposit the same in an interest-bearing bank account established for such purpose; (vii) receive all notices, communications and deliveries hereunder on behalf of such Holder; and (viii) do or refrain from doing any further act or deed on behalf of such Holder that the Holder Representative deems necessary or appropriate, in the sole discretion of the Holder Representative, relating to the subject matter hereof as fully and completely as such Holder could do if personally present and acting and as though any reference to such Holder herein was a reference to the Holder Representative. (b) The Company hereby irrevocably appoints the Holder Representative as its true and lawful agent and attorney-in-fact (i) with full power of substitution to give act in the name, place and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises stead of the Company with respect to this Agreementany and all amendments, (iii) to negotiatewaivers, agree and enter into any amendments supplements or other modifications to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent or any elections of the Holders or the Permitted Transferees with respect document contemplated hereby prior to the registration rights provided for in ARTICLE IV hereof. Effective Time. (c) The Holder Representative may take all actions necessary or appropriate in the judgment appointment of the Holder Representative for the accomplishment of any of the foregoing, each Holder shall be deemed coupled with an interest and Permitted Transferee agreeing to shall be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representativeirrevocable, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent other Person may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction action of the Holder Representative as being the decision, act, consent, notice or instruction act of each of and Holder or the Company, as applicable, in all of matters referred to herein. The Merger Sub, the Holders and Purchaser and, following the Permitted Transferees. Parent is Closing, the Surviving Corporation, are hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, Person for any acts done by it them in accordance with, or otherwise with or reliance on respect to any aspect of, such decision, act, consent, notice consent or instruction of the Holder Representative. (d) The Holder Representative will 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 bad faith or by willful misconduct. All notices The Holder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles or other communications required electronic format thereof). The Holders shall agree, severally but not jointly, to indemnify the Holder Representative for, and to hold the Holder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Holder Representative, arising out of or in connection with the Holder Representative’s carrying out its duties under this Agreement, including costs and expenses of successfully defending Holder Representative against any claim of liability with respect thereto, and the Holder Representative shall be made entitled to apply funds in the Holder Representative Reserve to satisfy any such loss, liability, or delivered expense so incurred. The Holder 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 Parent it in good faith and in accordance with the opinion of such counsel. (e) In the event the Holder Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Holder Representative shall be the Person that KRG appoints with the consent of the Purchaser (unless such appointee is an Affiliate of KRG, in which case such consent shall not be required). Any change in the Holder Representative pursuant to the Holders or foregoing sentence shall become effective upon delivery of written notice of such change to the Permitted Transferees shall be made Purchaser. (f) Notices given to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any in accordance with Section 11.1 shall constitute notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full for all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretopurposes under this Agreement.

Holder Representative. Each Holder (a) By the approval of this Agreement pursuant to the DGCL and each Permitted Transferee hereby constitutes the Joinder Agreements (including the Stockholder Consent, applicable), the Effective Time Holders irrevocably appoint and appoints Ceridianconstitute Shareholder Representative Services LLC as agent, proxy and attorney-in-fact, with full power of substitution, to act on behalf of the Effective Time Holders for certain purposes, as specified herein (the “Holder Representative”), including the full power and authority to act on the Effective Time Holders’ behalf as hisprovided in Section 2.15(b). The Effective Time Holders, herby approving this Agreement, or its true further agree that such agency, proxy and lawful attorney-in-fact are coupled with an interest, are therefore irrevocable without the consent of the Holder Representative, and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Effective Time Holder and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Effective Time Holder. After the Closing, all decisions, actions (or failures to act within a designated period of time), consents and instructions by, or notices and communication given or received by, the Holder Representative that are within the scope of the Holder Representative’s authority under this Section 2.15, shall be binding upon all of the Effective Time Holders, shall constitute a decision, action (or failure to act within a designated period of time), consent or instruction by, or notice or communication given or received by, all of the Effective Time Holders, and no Effective Time Holder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action (or failure to act within a designated period of time), consent, instruction, notice or communication. Parent and Merger Sub shall be entitled to rely on any decision, action (or failure to act within a designated period of time), consent or instruction of, or notice or communication given or received by, the Holder Representative as being the decision, action (or failure to act within a designated period of time), consent or instruction of, or notice or communication given or received by, the Effective Time Holders, and Parent and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act (or failure to act within a designated period of time), consent, instruction, notice or communication. (b) The Company will, at least two (2) days prior to the Closing Date, direct, by written notice to Parent, that on the Closing Date, a portion of the Closing Consideration otherwise payable to the Effective Time Holders, in an amount equal to $100,000 (the “Holder Representative Amount”), shall be withheld and paid directly by Parent to the Holder Representative as designated in such notice, as a fund for the expenses of the Holder Representative incurred in connection with this Agreement and any agreements ancillary hereto (the “Holder Representative Fund”), with any balance of the Holder Representative Fund not used for such purposes to be paid by the Holder Representative to the Exchange Agent and the Surviving Corporation, as applicable, for further distribution to the Effective Time Holders in accordance with their respective Pro Rata Percentages as soon as practicable following the completion of the Holder Representative’s responsibilities. The Effective Time Holders will not receive any interest or earnings on the Holder Representative Fund and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Holder Representative will not be liable for any loss of principal of the Holder Representative Fund other than as a result of its gross negligence or willful misconduct. The Holder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. (c) The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement and any agreements ancillary hereto. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) to give and receive all notices and communications required or permitted under this Agreement, consummate the Transactions; (ii) to agree negotiate disputes arising under, or relating to, negotiate, enter into settlements this Agreement and compromises with respect the Ancillary Agreements (including pursuant to this Agreement, Article VIII hereof); (iii) following the Closing Date, to negotiate, agree execute and enter into deliver any amendments amendment or waiver to this Agreement as per Section 6.3 and the Ancillary Agreements (without the prior approval of this Agreement, the Effective Time Holders); and (iv) to communicate take all other actions to Parent any elections be taken by or on behalf of the Effective Time Holders or in connection with this Agreement (including pursuant to Article VIII hereof) and the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereofAncillary Agreements. The Holder Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. (d) The Holder Representative may take all actions necessary resign at any time, and may be removed for any reason or appropriate in no reason by the judgment vote or written consent of Stockholders holding a majority of the Shares as of the Effective Time (the “Majority Holders”), with the prior consent of Parent, not to be unreasonably withheld, conditioned or delayed. In the event of the death, incapacity, resignation or removal of the Holder Representative, a new Holder Representative for shall be appointed by the accomplishment vote or written consent of the Majority Holders, with the prior consent of Parent, not to be unreasonably withheld, conditioned or delayed. Notice of such vote or a copy of the written consent appointing such new Holder Representative shall be sent to Parent and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by Parent and, after the Effective Time, the Surviving Corporation; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Holder Representative as described in Section 2.15(a). (e) The Holder Representative will incur no liability of any of the foregoing, each Holder and Permitted Transferee agreeing kind with respect to be fully bound any action or omission by the acts, decisions and agreements of the Holder Representative taken and done in connection with the Holder Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the authority herein grantedevent of liability directly resulting from the Holder Representative’s gross negligence or willful misconduct. The Holder Representative shall not be liable, responsible liable for any action or accountable in damages or otherwise omission pursuant to the Holders for any loss or damage incurred by reason advice of any act or failure to act by the Holder Representativecounsel. Each Effective Time Holder, and each Holder and Permitted Transferee shall jointly and severally indemnify indemnify, defend and hold harmless the Holder Representative and its partners, managers, officers, agents and other representatives from and against any loss and all losses, liabilities, damages, claims, penalties, forfeitures, actions, fees, costs, expenses (including reasonable attorneys’ fees, fees of experts and their staffs and all expense of document location, duplication and shipment), judgments, fines and amounts (collectively, “Representative Losses”) arising out of or damage except in connection with the Holder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, 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 the extent such loss or damage shall have been directly caused by the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that , the Holder Representative resigns, liquidates, dissolves will reimburse the Effective Time Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or becomes unable willful misconduct. If not paid directly to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative by the Effective Time Holders, any such Representative Losses may be recovered by the Holder Representative from (i) the funds in the Holder Representative Fund, and shall (ii) the amounts in the Indemnity Escrow Fund and Adjustment Escrow Fund at such time as remaining amounts would otherwise be distributable to the Effective Time Holders; provided, that while this section allows the Holder Representative to be paid from the aforementioned sources of funds, this does not relieve the Effective Time Holders from their obligation to promptly notify Parent pay such Representative Losses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. In no event will the Holder Representative be required to advance its own funds on behalf of such selectionthe Effective Time Holders or otherwise. Parent may conclusively and absolutely relyNotwithstanding anything in this Agreement to the contrary, without inquiryany restrictions or limitations on liability or indemnification obligations of the Effective Time Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Holder Representative under this Section 2.15(e). The foregoing indemnities will survive the Closing, upon any decision, act, consent, notice the resignation or instruction removal of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit termination of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made by the Holder Representative, and any notices so made shall discharge in full all notice requirements of the Holders or the Permitted Transferees to Parent with respect theretothis Agreement.

Holder Representative. Each Holder (a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Parent Indemnitee pursuant to this Article VIII or Section 5.13, Carmel V.C. Ltd. and each Permitted Transferee hereby constitutes and appoints CeridianSequoia Seed Capital II (Israel) L.P., as the Holder RepresentativeRepresentatives, are each hereby appointed to serve as hisa representative of the Equityholders. Each Holder Representative shall, heralone, have full power and authority to make all decisions relating to the defense and/or settlement of any claims for which any Parent Indemnitee may claim to be entitled to indemnity pursuant to this Article VIII or its true Section 5.13, all decisions and lawful attorneyactions relating to the distribution of any portion of the Option Escrow Fund forfeited by holders of Unvested, In-inthe-fact Money Options and otherwise to act on behalf of the Equityholders in all respects with respect to this Agreement and the Escrow Agreement, including, without limitation, the amendment or termination of such agreements except that (i) in making any decision relating to give the defense and/or settlement of any claims for which any Parent Indemnitee may claim to be entitled to indemnity pursuant to this Article VIII or Section 5.13 that relate to a particular Equityholder, such decision shall require the prior consent of such particular Equityholder, (ii) any amendment that affects the rights of a particular Equityholder in a manner different than the other Equityholders shall require the consent of such Equityholder, and receive (iii) any amendment that changes the economic terms and conditions of this Agreement or the Escrow Agreements shall require the approval of the Majority Equityholders, as defined below, and any other approval required in accordance with Applicable Law. All decisions and actions by any Holder Representative shall be binding upon all notices of the Equityholders, and communications required no Equityholder shall have the right to object to, dissent from, protest or permitted under otherwise contest the same. In the event of the death, incapacity, resignation, bankruptcy, dissolution or winding-up of any Holder Representative, the Equityholders beneficially owning (or which, prior to the Effective Time, beneficially owned) a majority of the shares (or share-equivalents) (based upon the Fully Diluted Number) owned by all such Equityholders (the “Majority Equityholders”) may, and in the event of the death, incapacity, resignation bankruptcy, dissolution or winding-up of both of the Holder Representatives, the Majority Equityholders shall promptly appoint a substitute Holder Representative; provided, however, in no event shall both the Holder Representatives resign without the Majority Equityholders having first appointed at least one substitute Holder Representative who shall assume such duties immediately upon the resignation of both Holder Representatives and, provided, further, that in the event of the death, incapacity or resignation of either Carmel V.C. Ltd. or Sequoia Seed Capital II (Israel) L.P as a Holder Representative, another Person reasonably acceptable to Parent shall be appointed as the Holder Representative hereunder. (b) Neither Parent, Merger Sub nor the Surviving Corporation shall have the right to object to, protest or otherwise contest any matter related to the procedures for action being taken by a Holder Representative as between such Holder Representative and the Equityholders. Parent, Merger Sub and the Surviving Corporation hereby waive any claims they may have or assert, including those that may arise in the future, against any Holder Representative or any of its Affiliates that relate to such Holder Representative’s role as such, including any claims for any action or inaction taken or not taken by such Holder Representative in connection herewith, except claims for fraud or claims based on actions taken or not taken by such Holder Representative in bad faith. (c) Each Equityholder that accepts payment of consideration in respect of the Merger as contemplated herein shall be deemed, by such acceptance of payment, or by his, her or its execution of the Letter of Transmittal, or by the approval of this Agreement in accordance with Section 5.2, as the case may be, to have agreed that (i) the provisions of this Section 8.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies such Equityholder may have in connection with the transactions contemplated by this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to the remedy at law for any breach of the provisions of this AgreementSection 8.7 would be inadequate, (iii) the Equityholders shall be entitled to negotiate, agree temporary and enter into any amendments permanent injunctive relief without the necessity of proving damages if such Equityholder brings an action to this Agreement as per Section 6.3 enforce the provisions of this Agreement, Section 8.7 and (iv) to communicate to Parent any elections the provisions of this Article VIII shall be binding upon such Equityholder and the successors and assigns of such Equityholder. (d) In addition, each Equityholder that accepts payment of consideration in respect of the Holders Merger as contemplated herein shall be deemed, by such acceptance of payment, or by his, her or its execution of the Letter of Transmittal, or by the approval of this Agreement in accordance with Section 5.2, as the case may be, to have waived any claims he, she or it may have or assert, including those that may arise in the future, against a Holder Representative or any of its Affiliates, for any action or inaction taken or not taken by such Holder Representative in connection therewith, except claims for fraud or claims based on actions taken or not taken by such Holder Representative in bad faith. (e) Any notice or communication delivered by Parent, Merger Sub or the Permitted Transferees with respect Surviving Corporation to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall be deemed to have been delivered to all Holder Representatives. Any notice or communication delivered by Parent, Merger Sub or the Surviving Corporation to any Holder Representative shall, as between Parent, Merger Sub and the Surviving Corporation, on the one hand, and the Equityholders, on the other hand, be deemed to have been delivered to all Equityholders. Parent, Merger Sub and the Surviving Corporation shall be entitled to rely exclusively upon any communication or writings given or executed by any Holder Representative in connection with any claims for indemnity or any requests for consent and shall not be liable, responsible or accountable liable in damages or otherwise to the Holders any manner whatsoever for any loss action taken or damage not taken in reliance upon the actions taken or not taken or communications or writings given or executed by such Holder Representative. Parent, Merger Sub and the Surviving Corporation shall be entitled to disregard any notices or communications given or made by the Equityholders in connection with any claims for indemnity unless given or made through a Holder Representative. (f) Each Equityholder shall severally and not jointly indemnify and hold harmless each Holder Representative and his successors, permitted assigns, Affiliates, directors, officers, employees and agents (collectively, “Holder Representative Indemnitees”) against all Losses incurred or sustained by a Holder Representative Indemnitee in connection with any Action, suit or proceeding to which such Holder Representative Indemnitee is made a party by reason of any act or failure omission in connection with his role as a Holder Representative or its relationship to act by the Holder Representative, and each except for fraud or willful misconduct. The Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless Representatives may, by joint action of both of them, reimburse themselves for any amount incurred by or otherwise owing to either of them under the terms of this Agreement or the Escrow Agreement (whether for fees, expenses, indemnification claims or otherwise) from the Reserve Amount against proper invoices or receipts. In addition, if any amount is incurred by or otherwise owing to any Holder Representative under the terms of this Agreement or the Escrow Agreement (whether for fees, expenses, indemnification claims or otherwise) in excess of amounts remaining from the Reserve Amount, the Holder Representative against Representatives may, by joint action of both of them, deduct such amount from any loss or damage except succeeding distributions to the extent such loss or damage shall have been the result Equityholders out of the individual gross negligence or willful misconduct of the Holder RepresentativeEscrow Account. In the event that the Holder Representative resigns, liquidates, dissolves Representatives determine that any expense or becomes unable to perform its functions hereunder, payment is appropriate or desirable in connection with the Holders and exercise of their duties as Holder Representatives or otherwise in connection with the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction protection of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all rights of the Holders Equityholders, and such amount is not available from the Permitted Transferees. Parent is hereby relieved from any liability to any PersonReserve Amount, including the Holders and any Permitted Transfereethen each Equityholder shall, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Representative for the benefit of the Holders and the Permitted Transferees, and any notices so made shall discharge in full all notice requirements of Parent to the Holders and the Permitted Transferees with respect thereto. All notices or other communications required to be made or delivered by the Holders or the Permitted Transferees to Parent shall be made instructions provided by the Holder RepresentativeRepresentatives, and provide its Pro-Rata Portion of such payment or expense. In the event of any notices so made indemnification or reimbursement under this Section 8.7(f) which is not funded by the Reserve Amount or the Escrow Amount, the Holder Representatives may, by joint action, require that such entire amount of indemnification or reimbursement shall discharge be provided in full all notice requirements full, without limitation of the Holders or other provisions of this Section 8.7(f), severally and not jointly, solely by the Permitted Transferees holders of Common Stock and Preferred Stock, provided, that subsequently the Holder Representatives shall use reasonable efforts to Parent with respect theretoseek from the other Equityholders their respective portions of such indemnification and reimbursement for the purpose of reimbursing the holders of Common Stock and Preferred Stock.