Common use of Members’ Representative Clause in Contracts

Members’ Representative. Except as otherwise specifically stated herein to the contrary, the Members’ Representative is hereby appointed the exclusive agent of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of the Members’ Representative as the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurred.

Members’ Representative. Except (a) Longhorn Members Representative, LLC, a North Carolina limited liability company having Xxxxxx Xxxx as otherwise specifically stated herein its sole member and manager (the “Members’ Representative”), shall be constituted and appointed as agent for and on behalf of each Company Member, and the true and lawful attorney in fact of each Company Member, with full power and authority in each of the Company Member’s names, to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of the Company Members, amendments, consents and waivers under this Agreement pursuant to the contraryterms set forth herein, to make and receive payments on behalf of the Company Members pursuant to the terms set forth herein, to take such other actions as authorized by this Agreement, including actions in connection with the determination of the Closing Date Net Working Capital Amount and the Final Adjustment Amount pursuant to Section 2.3 and the defense and/or settlement of any indemnification claims of any Emdeon Indemnified Person pursuant to Article VII, to take all actions authorized by the Escrow Agreement, including defending or settling any claims thereunder and releasing and transferring any of the Escrowed Consideration to the Emdeon Entities in accordance with the terms set forth therein, and all actions necessary or appropriate in the judgment of the Members’ Representative for the accomplishment of the foregoing. Such agency may be changed by a vote or written consent by the holders of a majority of the voting Company Units as of the Closing Date, voting in the same manner as would have been voted in accordance with the organizational documents of the Company as in effect immediately prior to the Closing Date (the “Majority Holders”), from time to time upon not less than ten (10) days’ prior written notice to the Emdeon Entities. If at any time Xxxxxx Xxxx ceases for any reason to be either the sole manager or the sole member of the Members’ Representative, the Majority Holders shall choose another Company Member to act as the Members’ Representative under this Agreement. The Company Indemnified Persons may not make a claim for indemnity against the Emdeon Entities pursuant to this Agreement except through the Members’ Representative, who shall make such a claim only upon the written direction of the Majority Holders; provided, however, that such written direction of the Majority Holders shall not be required in the case of any claim for indemnity against the Emdeon Entities made by any Company Indemnified Person pursuant to this Agreement which is brought by one or more Company Indemnified Person seeking indemnification that will not benefit the other Company Indemnified Persons on a pro rata basis (such a claim an “Exempted Claim”). Notwithstanding any other terms of this Agreement, in the event an Exempted Claim is made, the Members’ Representative is hereby appointed will (i) take all reasonable direction from the exclusive agent Company Indemnified Persons bringing such Exempted Claim (“Exempted Claimants”) with regards to such Exempted Claim, (ii) provide the Exempted Claimants bringing such Exempted Claim all notices and communications regarding such Exempted Claim as required pursuant to Article VII of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow this Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (aiii) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of the Members’ Representative as the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken promptly reimbursed by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bearExempted Claimants for all reasonable expenses, on a pro rata basis in proportion to their Percentage Ownership, the costs disbursements and expenses reasonably and actually advances incurred by the Members’ Representative in connection with the performance of his duties hereunder its obligations with respect to such Exempted Claim. Each Exempted Claimant shall indemnify and to promptly advance, pay and reimburse hold harmless the Members’ Representative therefor after receipt from any and all Damages that are incurred by the Members’ Representative as a result of notification actions taken, or actions not taken, by the Members’ Representative in connection with the performance of its obligations with respect to such Exempted Claim, except to the extent that such Damages arise from the gross negligence or willful misconduct of the Members’ Representative. Once the Members’ Representative has initiated a claim for indemnity, all acts and decisions of the Members’ Representative in connection with such matter shall be binding on all the Company Indemnified Persons. No bond shall be required of the Members’ Representative, and the Members’ Representative shall receive no compensation for services provided hereunder. Notices or communications to or from the Members’ Representative that such costs and expenses have been incurredshall constitute notice to or from each of the Company Members.

Members’ Representative. Except (a) Each Skyline Member by virtue of the approval and adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the Members’ Representative, for the benefit of the Skyline Members, as otherwise specifically stated the exclusive agent and attorney-in-fact to act for and on behalf of each Skyline Member, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on a Skyline Member) under this Agreement and the other agreements, documents and instruments executed in connection herewith and the consummation of the transactions contemplated hereby as the Members’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Members’ Representative, to enforce and protect the rights and interests of the Skyline Members and to enforce and protect the rights and interests of such Persons arising from the Excluded Assets, out of or under or in any manner relating to this Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to the contrary, take any and all actions which the Members’ Representative is hereby appointed believes are necessary or appropriate with respect to the exclusive agent Excluded Assets, under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Members Skyline Members, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Surviving Company and their respective Representatives regarding such claims, and, in connection therewith, to communicate to(A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Surviving Company or any other Person, or by any Governmental Entity against the Members’ Representative and/or any of the Skyline Members, and receive communications fromprocess on behalf of any or all Skyline Members in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Purchaser and Parent and Members’ Representative shall determine to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreementbe appropriate, and give receipts, releases and discharges with respect to, any other agreement such claim, action, proceeding or instrument delivered pursuant hereto or theretoinvestigation; (C) file any proofs of debt, including without limitation, (a) to give such notices, take (or omit to take) all such actions claims and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions petitions as the Members’ Representative may give deem advisable or take necessary; (D) settle or omit to take), and compromise any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, claims asserted under this Agreement; and (cE) to contestfile and prosecute appeals from any decision, compromise judgment or settle award rendered in any dispute such action, proceeding or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shallinvestigation, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree it being understood that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of the Members’ Representative as the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any obligation to take any such actions, and shall not have any liability to the Members for any actions taken failure to take any such actions; (iii) to refrain from enforcing any right of the Skyline Members arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Members’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Members’ Representative or by the Skyline Members unless such waiver is in good faith pursuant a writing signed by the waiving Party or by the Members’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Members’ Representative, in its sole and absolute discretion, may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Members in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Excluded Assets or the Escrow Agreement. The Members agree CHC Convertible Debentures subject to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred set-off received by the Members’ Representative pursuant to the terms hereof in accordance with the performance terms of his duties hereunder this Agreement and to promptly advancethe other agreements, pay documents and reimburse instruments executed in connection herewith. Notwithstanding the foregoing, the Members’ Representative therefor after receipt may resign at any time by providing written notice of notification from intent to resign to the Skyline Members, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Skyline Members. In addition, the Members’ Representative that such costs may be removed by the consent of Skyline Members holding a majority of the Membership Units of Skyline outstanding prior to the Closing Date. Skyline Members holding a majority of the Membership Units outstanding prior to the Closing Date shall appoint a new Members’ Representative in the event of any vacancy. By executing this Agreement the Members’ Representative hereby (x) accepts its appointment and expenses have been incurredauthorization to act as Members’ Representative as attorney-in-fact and agent on behalf of the Skyline Members in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section ‎7.5.

Members’ Representative. Except as otherwise specifically stated herein Xxxxxxx X. XxXxxxxx, or if he shall be unable or unwilling at any time to so serve, Xxxxx Xxxxxxxxx (the contrary"Alternative Representative"), the Members’ Representative is hereby irrevocably appointed the exclusive agent attorney-in-fact, and authorized and empowered to act, for and on behalf of any of all of the Members to communicate to, and receive communications from, (with full power of substitution in the Purchaser and Parent and to implement any decision or action otherwise permitted premises) in connection with the indemnity provisions of Article VIII as they relate to the Members hereunder or under generally, the Escrow Exchange Consideration Adjustment provisions of SECTION 2.6, Article VII, the notice provisions of this Agreement, the determination of the satisfaction or waiver of the Closing conditions of Article VI and such other matters (other than any other agreement amendment or instrument delivered pursuant hereto or theretomodification of this Agreement) as are reasonably necessary for the consummation of the transactions contemplated hereby (the above-named representative together with the Alternate Representative being referred to herein as the "Members' Representative"). By his execution hereof, including without limitation, (a) Xxxxxxx X. XxXxxxxx hereby accepts such appointment and agrees to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions act as the Members’ ' Representative may give or take (or omit to take), hereunder. WHI and any its representatives and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent agents shall be entitled to rely exclusively upon the actions on such appointment and communications of the treat such Members’ ' Representative as the duly authorized actions and communications of the Members’ Representative on behalf appointed attorney-in-fact of each Member Member. Each Member, by such Member's execution hereof, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with respect an interest, it being understood that the willingness of WHI to any matters set forth in enter into this Agreement and is based, in part, on the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority appointment of the Members’ Representative a representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ . Each Member, for such Member and for such Member's successors and assigns, hereby agrees to indemnify the Members' Representative, and to hold the Members' Representative harmless from, any and all actions and forbearances that the Members' Representative may take in his capacity as such. The Members’ Representative shall not have any liability to , except for such actions and forbearances as constitute gross negligence or willful misconduct on the Members for any actions taken by part of the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurred' Representative.

Members’ Representative. Except as otherwise specifically stated herein (a) The Members Representative shall have full power and authority to take all actions under this Agreement and the contrary, the Members’ Representative is hereby appointed the exclusive agent of Escrow Agreement that are to be taken by the Members to communicate to, Representative. The Members Representative shall take any and receive communications from, the Purchaser all actions which it believes are necessary or appropriate under this Agreement and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or theretoincluding, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of executing the Escrow Agreement pursuant to the provisions hereof as Members Representative, giving and thereof, and (c) to contest, compromise receiving any notice or settle any dispute instruction permitted or claim for Damages covered by or arising required under this Agreement or the Escrow Agreement by the Members Representative, interpreting all of the terms and direct provisions of this Agreement and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regardauthorizing payments to be made with respect hereto or thereto, have obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of the rights and powers which or incurred by the Members would otherwise have, Representative in connection with this Agreement and the Members agree that Escrow Agreement, defending all claims arising pursuant to Section 3.3 (an “NWC Claim”), defending all indemnity claims against the PurchaserEscrow Amount, the Financial Additional Consideration and the Business Additional Consideration pursuant to Section 9.2 (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent and the Escrow Agent shall be entitled to rely exclusively upon under this Agreement, taking any all other actions specified in or contemplated by this Agreement and the actions Escrow Agreement, and communications engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the Members’ foregoing, the Members Representative as shall have the duly authorized actions full power and communications authority to interpret all the terms and provisions of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto to consent to any amendment hereof or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable thereof in any manner for any act or omission of the Members’ Representative in his its capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurredRepresentative.

Members’ Representative. Except (a) Each GMT Member hereby irrevocably makes, constitutes and appoints Xxxxxx X. Xxxxxxx as otherwise specifically stated herein his, her or its exclusive agent and true and lawful attorney-in-fact with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, including but not limited to: (i) make all decisions relating to the contrary, the Members’ Representative is hereby appointed the exclusive agent determination of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted Actual Closing Date Working Capital Amount; (ii) make all decisions relating to the distribution of any amounts payable or distributable to the GMT Members hereunder; (iii) execution and delivery, on behalf of GMT Members, of the Escrow Agreement and any other document required by this Agreement; (iv) receipt of payments hereunder or and under the Escrow Agreement and the disbursement thereof to the GMT Members and others; (v) receipt and forwarding of notices and communications pursuant to this Agreement and the Escrow Agreement; (vi) administration of this Agreement and the Escrow Agreement, including the resolution of any dispute or claim; (vii) the resolution, settlement, or compromise of any claim for indemnification asserted against the GMT Members pursuant to Section 5.1(a); (viii) asserting, on behalf of the GMT Members, claims for indemnification under Section 5.1(b) and any other agreement resolving, settling or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) compromising all such actions and approve, claims; (ix) consent or agree to all such matters hereunder any amendment to this Agreement, or waiver of any of its terms and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, conditions; and (cx) to contest, compromise take all actions necessary or settle any dispute or claim for Damages covered by or arising under this Agreement or appropriate in the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications judgment of the Members’ Representative as for the duly authorized actions and communications accomplishment of the Members’ Representative on behalf of foregoing, in each Member with respect case without having to any matters set forth in this Agreement and seek or obtain the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice consent of any alleged violation from one GMT Member or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by other Person under any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurredcircumstance.

Members’ Representative. Except (a) By virtue of the approval and adoption of this Agreement by the requisite vote of the Company Members, each of the Company Members and holders of Vested Company Options shall be deemed to have agreed to appoint Navis Corporation as otherwise its agent and attorney-in-fact (the “Members’ Representative”) for and on behalf of the Company Members and holders of Vested Company Options to give and receive notices and communications, to authorize payment to (i) Parent from the Adjustment Escrow Fund in satisfaction of any payment obligations of the Company Members and holders of Vested Company Options pursuant to Section 1.10 for any negative Adjustment Amount, and (ii) any Indemnified Party from the Indemnity Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Member or holders of Vested Company Options or by any such Company Member or holders of Vested Company Options against any Indemnified Party or any dispute between any Indemnified Party and any such Company Member or holders of Vested Company Options, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Members’ Representative for the accomplishment of the foregoing or (B) specifically stated herein mandated by the terms of this Agreement (including, specifically, Section 1.10 hereof) or the Escrow Agreement. Such agency may be changed by the Company Members with the right to a majority of the Pro Rata Portions of the Escrow Funds from time to time; provided, however, that the Members’ Representative may not be removed unless holders of a two-thirds (2/3) interest of the Escrow Funds agree to such removal and to the contraryidentity of the substituted agent. Notwithstanding the foregoing, the Members’ Representative is hereby appointed may resign at any time by providing written notice of intent to resign to the exclusive agent Company Members, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Members to communicate toEscrow Funds. No bond shall be required of the Members’ Representative, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and shall not receive any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim compensation for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreementits services. The Members’ Representative shall, in this regard, have all hereby designates each of Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxx as the Members’ Representative’s duly authorized representatives to act on behalf of the rights Members’ Representative with respect to all actions to be taken by the Members’ Representative herewith. Each Company Member and powers which the Members would otherwise haveMembers’ Representative hereby collectively agree that Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxx have the authority to act on behalf of the Members’ Representative, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon on the actions full power and communications authority of (A) Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxx to act hereunder on behalf of the Members’ Representative as the duly authorized actions Representative, and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of (B) the Members’ Representative to act hereunder on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Company Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurred.

Members’ Representative. Except (a) Each Member hereby irrevocably constitutes and appoints Mainsail Partners II, L.P. as otherwise specifically stated herein to his, her or its sole, exclusive, true and lawful agent and attorney-in-fact (the contrary, the “Members’ Representative is hereby appointed the exclusive agent Representative”), with full power of the Members substitution to communicate toact in such Member’s name, place and receive communications from, the Purchaser stead with respect to all transactions contemplated by and Parent all terms and to implement any decision provisions of this Agreement or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and to act on such Member’s behalf in any other agreement dispute, litigation or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under arbitration involving this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have(other than claims against an individual Member under Section 6.1(c)), and the Members agree that the Purchaserto do or refrain from doing all such further acts and things, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of execute all such documents on such Member’s behalf, as the Members’ Representative as the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth deems necessary or appropriate in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned connection with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made transactions contemplated by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree , including the power: (i) to bearexecute and deliver this Agreement and any and all amendments, waivers or modifications hereof; (ii) to waive any condition to the obligations of such Member to consummate the transactions contemplated by this Agreement; (iii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by behalf of such Member that the Members’ Representative deems necessary or appropriate in connection with the performance consummation of his duties hereunder the transactions contemplated by this Agreement or the Escrow Agreement; (iv) to receive on behalf of, and to promptly advancedistribute (after payment of (A) any unpaid expenses chargeable to the Members or the Company prior to the Closing in connection with the transactions contemplated by this Agreement, pay and reimburse (B) amounts payable by the Members pursuant to Section 1.6), all amounts payable to such Member under the terms of this Agreement or the Escrow Agreement; and (v) to do or refrain from doing any further act or deed on behalf of such Member as is assigned, delegated or charged to the Members’ Representative therefor after receipt of notification from or that the Members’ Representative that otherwise deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, as fully and completely as such costs Member could do if personally present. All such actions set forth or described in this Section 1.11(a) will be deemed to be facts ascertainable outside this Agreement and expenses have been incurredwill be binding on the Members.

Members’ Representative. Except as otherwise specifically stated herein to the contrary, the (a) The Members’ Representative is hereby appointed as agent, proxy and attorney-in-fact for each Member for all purposes of this Agreement and the exclusive agent of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or theretoAdditional Agreements, including without limitation, the full power and authority on each such Member’s behalf (ai) to give such notices, take and receive notices and communications to or by Parent or Purchaser for any purpose under this Agreement and the Additional Agreements; (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (bii) to consentagree to, ratify negotiate, enter into settlements and approve compromises of and demand mediation and comply with orders of courts and awards of arbitrators with respect to any and all notices and actions the Members’ Representative may give indemnification claims (including Third-Party Claims) under Article XI or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or other disputes arising under or related to this Agreement or the Additional Agreements; (iii) to enter into and deliver the Escrow Agreement on behalf of each of the Members and direct and object to distributions from escrow disburse any funds or Equity Consideration received hereunder or pursuant to the Escrow Agreement. The ; (iv) to authorize or object to delivery to Parent of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent in accordance with the provisions of the Escrow Agreement; (v) to act on behalf of Members in accordance with the provisions of the Agreement and the Additional Agreements, the securities described herein and any other document or instrument executed in connection with the Agreement and the Acquisition; (vi) to endorse and deliver any certificates or instruments of assignment as Parent or Purchaser shall reasonably request; (vii) to execute and deliver on behalf of each such Member any amendment, waiver, ancillary agreement and documents on behalf of any Member that the Members’ Representative shall, deems necessary or appropriate; and (viii) to take all actions necessary or appropriate in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications judgment of the Members’ Representative as for the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members accomplishment of the foregoing provisions of this Section 2.6 with respect and to decisions made by do each and every act and exercise any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to all rights which the Members for any actions taken by the Members’ Representative in good faith pursuant collectively are permitted or required to do or exercise under this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurred.

Members’ Representative. Except as otherwise specifically stated herein to the contrary(a) BurgerFi Holdings, the Members’ Representative LLC is hereby appointed as agent, proxy and attorney-in-fact (the exclusive agent “Members’ Representative”) for each Member for all purposes of this Agreement and the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or theretoAdditional Agreements, including without limitation, the full power and authority on each such Member’s behalf to (ai) to give such notices, take (and receive notices and communications to or omit to take) all such actions by the Purchaser for any purpose under this Agreement and approve, consent or agree to all such matters hereunder and thereunderthe Additional Agreements, (bii) to consentagree to, ratify negotiate, enter into settlements and approve compromises of and demand mediation and comply with orders of courts and awards of arbitrators with respect to any and all notices and actions the Members’ Representative may give indemnification claims (including Third-Party Claims) under Article XII or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or other disputes arising under or related to this Agreement or the Additional Agreements, (iii) to enter into and deliver the Escrow Agreement on behalf of each of the Members and direct and object to distributions from escrow disburse any funds or Purchaser Common Stock received hereunder or pursuant to the Escrow Agreement. The , (iv) to authorize or object to delivery to the Purchaser of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Members in accordance with the provisions of the Agreement and the Additional Agreements, the securities described herein and any other document or instrument executed in connection with the Agreement and the Acquisition, (vi) to endorse and deliver any certificates or instruments of assignment as Purchase shall reasonably request; (vii) to execute and deliver on behalf of each such Member any amendment, waiver, ancillary agreement and documents on behalf of any Member that the Members’ Representative shall, deems necessary or appropriate; and (viii) to take all actions necessary or appropriate in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications judgment of the Members’ Representative as for the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members accomplishment of the foregoing provisions of this Section 2.6 with respect and to decisions made by do each and every act and exercise any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to all rights which the Members for any actions taken by the Members’ Representative in good faith pursuant collectively are permitted or required to do or exercise under this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurred.

Members’ Representative. Except as otherwise specifically stated herein to the contrary, the Members’ Representative is Each Member hereby appointed the exclusive agent of irrevocably appoints the Members Representative as agent and attorney-in-fact for each such Member, for and on behalf of each such Member, with full power and authority to communicate to, represent each Member and receive communications from, the Purchaser such Member’s successors and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree assigns with respect to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or and the Escrow Agreement and direct and object to distributions from escrow pursuant to Ancillary Agreements, with the Escrow Agreement. The Members’ Representative shall, in this regard, have all exception of the rights Non-Competition Agreements and powers the Employment Agreements to which the Members would otherwise haveRepresentative is not a party, and all actions taken by the Members agree that Representative under this Agreement or such Ancillary Agreements will be binding upon each such Member and such Member’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications generality of the Members’ foregoing, the Members Representative as the duly authorized actions has full power and communications of the Members’ Representative authority, on behalf of each Member and such Member’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any Liability Claim under this Agreement or such Ancillary Agreements, to negotiate and compromise any dispute that may arise under this Agreement or such Ancillary Agreements and to sign any releases or other documents with respect to any matters set forth in this Agreement and such dispute. A Member will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Members Representative to act signs on behalf of one such Member. All decisions, actions and instructions by the Members Representative, including the defense or more settlement of any claims for which Members may be required to indemnify the Buyer Indemnitees pursuant to this Article 8 hereof, will be conclusive and binding on each Member and no Member has the right to object, dissent, protest or all otherwise contest the same. The Members jointly and severally shall pay and indemnify and hold harmless the Buyer Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Members Representative on behalf of the Members hereunder is not binding on, or under enforceable against, the Escrow Agreement (regardless Members. Buyer has the right to rely conclusively on the instructions and decisions of whether the Purchaser, Parent or Members Representative as to the Escrow Agent shall have received notice settlement of any alleged violation from one claims for indemnification by Buyer pursuant to this Article 8 hereof, or more any other actions required to be taken by the Members Representative hereunder, and no party hereunder will have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the foregoing Members Representative. The appointment of the Members Representative is an agency coupled with an interest and is irrevocable and any action taken by the Members Representative pursuant to the authority granted in this Section 8.5 is effective and absolutely binding on each Member notwithstanding any contrary action of or direction from such Member. The death or incapacity, or dissolution or other termination of existence, of any Member does not terminate the authority and agency of the Members Representative (or successor thereto). The provisions of this Section 2.6 with respect 8.5 are binding upon the executors, heirs, legal representatives and successors of each Member, and any references in this Agreement to decisions made by any Member) a Member or the Members means and neither includes the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of successors to the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith rights hereunder, whether pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownershiptestamentary disposition, the costs laws of descent and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurreddistribution or otherwise.

Members’ Representative. Except as otherwise specifically stated herein to (a) In connection with the contraryRecapitalization, the Members shall appoint the Members’ Representative is hereby appointed as agent and attorney in fact (with the exclusive agent full power of substitution) for and on behalf of the Members to communicate (i) interpret the terms and provisions of this Agreement and the Ancillary Agreements, (ii) execute, deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and receive communications fromcompromises of, assume the Purchaser defense of any Proceedings, and Parent demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Proceedings, and to implement any decision take all actions necessary or action otherwise permitted to appropriate in the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications judgment of the Members’ Representative as for the duly authorized accomplishment of the foregoing, (v) give and receive notices and communications, (vi) make any determinations and settle any matters related to any Tax matters pursuant to Article VII, the matters contemplated by Section 2.6, (vii) administer, pay out, deduct, hold back or redirect any funds (including any Earnout Voting Shares and/or Earnout Company Units), which may be payable or distributable to any Member pursuant to the terms of this Agreement or any Ancillary Agreement for, (A) any amount that may be payable by the Members pursuant to this Agreement, including Section 2.6 and Article VII or (B) any costs, fees, expenses and other liabilities incurred by the Members’ Representative, acting in such capacity, in connection with this Agreement and the Ancillary Agreements, and (viii) take all actions and communications necessary or appropriate in the judgment of the Members’ Representative on behalf of each Member the Members in connection with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurredAncillary Agreements.

Members’ Representative. Except as otherwise specifically stated herein to the contrary, the Members’ Representative is hereby appointed the exclusive agent of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give such notices, take (or omit to take) all such actions and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of Each Member designates the Members’ Representative as the duly authorized her, his or its representative for purposes of this Agreement. The Members shall be deemed to have approved, and shall be bound by, any and all actions and communications of taken by the Members’ Representative on their behalf under or otherwise relating to this Agreement and the other documents contemplated hereby and the transactions contemplated hereunder and thereunder as if such actions were expressly ratified and confirmed by each of each Member with respect them in writing. In the event that any Members’ Representative is unable or unwilling to serve or shall resign, a successor Members’ Representative shall be selected by the Members holding a majority of the Membership Interests immediately prior to the Closing. A Members’ Representative may not resign, except upon thirty (30) days prior written notice to the Buyer. In the event of a notice of proposed resignation, or any matters set forth death, disability or other replacement of a Members’ Representative, a successor shall be appointed effective immediately thereafter (and, in the case of a death of a Members’ Representative, the successor shall be deemed to be the executor or other representative of such Members’ Representative’s estate), and the Buyer shall be notified promptly of such appointment by the successor Members’ Representative. No resignation, nor any other replacement, of any Members’ Representative shall be effective against the Buyer until the proposed successor Members’ Representative assumes in writing all obligations of the original Members’ Representative under this Agreement and the Escrow Agreement and otherwise related hereto or theretothe Buyer has been notified thereof. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Each successor Members’ Representative shall not have any liability to all the Members for any actions taken by power, rights, authority and privileges hereby conferred upon the original Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurredRepresentative.

Members’ Representative. Except The Members appoint Richard Wolfe as otherwise specifically stated herein to the contrary, the Members’ Member representative ("Member Representative"). Xxx Xxxxxr Representative is hereby appointed the exclusive agent is appointed, authorized, and empowered to act on behalf of the Members to communicate toMembers, in connection with, and receive communications fromto facilitate the consummation of, the Purchaser transactions and Parent in connection with the activities to be performed on the Members' behalf under this Agreement, for the purposes and to implement any decision or action otherwise permitted to with the Members hereunder or under powers and authority set forth in this Section 1.13 and in the Escrow Agreement, which will include the power and any other agreement authority: (i) to execute and deliver after the Closing Date such waivers and consents in connection with this Agreement and the Member Representative, in his reasonable discretion, may deem necessary or instrument delivered pursuant hereto or theretodesirable to give effect to the intentions of this Agreement, including including, without limitation, (a) to give such notices, take (or omit to take) all such actions Section 1.6 and approve, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The ; (ii) as the Member Representative deems necessary are desirable, to enforce and protect the Members’ Representative shall, in this regard, have all of the ' rights and powers which the Members would otherwise have, interests and the Members agree that the Purchaser, Parent to enforce and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of protect the Members’ Representative as the duly authorized actions ' rights and communications interests arising out of the Members’ Representative on behalf of each Member with respect or under or in any manner relating to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto and, in connection therewith, to (A) assert any claim or thereto. Neither the Purchaserinstitute any action, Parent nor the Escrow Agent need be concerned with the authority of (B) investigate, defend, contest or litigate any action, initiated by any Indemnified Person, or any other person, against the Members’ , and compromise or settle on such terms as the Member Representative will determine to act be appropriate, give receipts, releases and discharges on behalf of one all or more any Members with respect to any such action, (C) file any proofs, debts, claims and petitions as the Member Representative may deem advisable or all necessary, (D) settle or compromise any claims related to the transactions contemplated by this Agreement, it being understood that the Member Representative will not have any obligation to take any such actions, and will not have liability for any failure to take any such action; and (iii) to effect and enforce the appropriate release of the Members hereunder or stock escrowed under the Escrow Agreement. The grant of authority provided for in this Section 1.13 is coupled with an interest and is being granted, in part, as an inducement to the Purchaser and Members to enter into this Agreement (regardless and to the Members to approve the transactions contemplated hereby, and will be irrevocable and survive the death, incompetency, bankruptcy or liquidation of whether the Purchaserany Member and will be binding on any successor thereto. In dealing with this Agreement, Parent or the Escrow Agent shall have received notice 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 Member Representative hereunder or thereunder, (i) the Member Representative will not assume any, and will incur no, liability whatsoever to any Member because of any alleged violation from one error in judgment or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any other act or omission of the Members’ Representative performed or omitted hereunder or in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith pursuant to connection with this Agreement or the Escrow Agreement. The Members agree , and (ii) the Member Representative will be entitled to bearrely on the advice of counsel, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative public accountants or other independent experts experienced in the performance matter at issue, and any error in judgment or other act or omission of his duties hereunder and the Member Representative pursuant to promptly advancesuch advice will not subject the Member Representative to liability to Purchaser, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurredAccess Integrated, or any other Person.

Members’ Representative. Except as otherwise specifically stated Each Member hereby irrevocably appoints Seller (herein to called the contrary, the “Members’ Representative is hereby appointed Representative”) as the exclusive agent and attorney-in-fact respectively of the Members each such Member to communicate to, and receive communications from, the Purchaser and Parent and to implement take any decision action required or action otherwise permitted to the Members hereunder or be taken by such Member under the Escrow terms of this Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitationlimiting the generality of the foregoing, (a) the right to give receive and pay funds on behalf of such noticesMember, take (to waive, modify or omit to take) all such actions and approveamend any of the terms of this Agreement in any respect, consent whether or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take)not material, and to settle indemnification claims or any and all approvals, consents and agreements the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or disputed matters arising under this Agreement or any agreement executed in connection herewith. Each Member agrees to be bound by any and all actions taken by the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shallon his or its behalf. All obligations of Buyer to make any delivery or payment to any or all Members shall be satisfied by the making of such delivery or payment to the Members’ Representative, who shall be solely responsible for further delivery or payment to the respective Members. The Members agree jointly and severally to indemnify the Members’ Representative from and against and in this regardrespect of any and all liabilities, have damages, claims, costs, and expenses, including but not limited to attorneys’ fees, arising out of or due to any action by them as the Members’ Representative and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent Members’ Representative. Buyer shall be entitled to rely exclusively and completely upon the actions and any communications of the Members’ Representative as the duly authorized actions and communications of given by the Members’ Representative on behalf of any Member, and shall not be liable for any action taken or not taken in reliance upon the Members’ Representative nor have any duty to inquire as to whether the Members’ Representative has received any consent of the Members (or any of them) described in this Section. Buyer shall be entitled to disregard any notices or communications given or made by the Members unless given or made through the Members’ Representative. The power of attorney granted by each Member to the Members’ Representative hereunder is irrevocable and coupled with respect to any matters set forth in this Agreement and an interest. Notwithstanding the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority appointment of the Members’ Representative to act on behalf hereunder, Buyer may require the written concurrence of one or more Seller and any or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of to any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions action taken by the Members’ Representative in good faith pursuant to this Agreement or the Escrow Agreement. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred by the Members’ Representative in the performance of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification from the Members’ Representative that such costs and expenses have been incurredhereunder.

Members’ Representative. Except as otherwise specifically stated herein to the contrary, the Members’ Representative is hereby appointed the exclusive agent of the Members to communicate to, and receive communications from, the Purchaser and Parent and to implement any decision or action otherwise permitted to the Members hereunder or under the Escrow Agreement, and any other agreement or instrument delivered pursuant hereto or thereto, including without limitation, (a) to give Catalyst/Hall Growth Capital Management Co., LLC, and a designee of the Investor upon consummation of the Investor Recapitalization (such noticesperson or persons and any successor or successors being collectively, take (each or omit to take) all such actions and approveeither or both, consent or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the “Members’ Representative may give or take (or omit to take), and any and all approvals, consents and agreements Representative”) shall act as the Members’ Representative may give or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications representative of the Members’ Representative as the duly , and shall be authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder and to take any and all actions required or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect permitted to decisions made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative in good faith under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Agreement or the Escrow Agreement. The Members agree Article X and with respect to bear, on a pro rata basis in proportion any actions to their Percentage Ownership, the costs and expenses reasonably and actually incurred be taken by the Members’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of Escrow Securities to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all actions necessary in the performance judgment of his duties hereunder and to promptly advance, pay and reimburse the Members’ Representative therefor after receipt for the accomplishment of notification from the foregoing). In all matters relating to this Article X, the Members’ Representative shall be the only party entitled to assert the rights of the Members, and the Members’ Representative shall perform all of the obligations of the Members hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Members’ Representative. The Members shall have the right to change either one or both of the persons serving as Members’ Representative from time to time, which shall be effective upon written notification to the Parent; provided, however that such costs and expenses have been incurredany person serving as a Members’ Representative must be a Member or employed by a Member.

Members’ Representative. Except as otherwise specifically stated herein to (a) By virtue of the contraryadoption of this Agreement, the Members’ Representative is hereby irrevocably authorized, directed and appointed to act as sole and exclusive agent, attorney-in-fact and representative of the exclusive agent Members, with full power of substitution with respect to all matters under this Agreement and the Escrow Agreement, including determining, giving and receiving notices and processes hereunder and thereunder, receiving certain distributions of the Merger Consideration to or for the benefit of the Members, executing and delivering, for, in the name of and on behalf of the Members, any and all documents, agreements, instruments or certificates to be executed by the Members, in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, granting any waiver, consent, vote or approval on behalf of the Members under this Agreement and the Escrow Agreement, contesting and settling any and all claims for indemnification pursuant to communicate toARTICLE X and the Escrow Agreement, resolving any other disputes hereunder or thereunder, performing the duties and obligations expressly assigned to the Members’ Representative hereunder and thereunder, and receive communications from, the Purchaser to engage and Parent employ agents and representatives and to implement incur such other expenses as the Members’ Representative shall reasonably deem necessary or prudent in connection with the foregoing, which expenses shall be paid out of the Members’ Representative Holdback Account. The Members’ Representative shall have the sole and exclusive right for, in the name of and on behalf of any decision Member to take any action or action otherwise permitted provide any waiver, or receive any notice with respect to the Members hereunder or purchase price adjustments pursuant to Section 2.8 and under the Escrow Agreement, any claims for indemnification under ARTICLE X and under the Escrow Agreement, and to settle any other agreement claim or instrument delivered pursuant hereto or controversy arising with respect thereto, including without limitation, (a) to give such notices, take (or omit to take) all . Any such actions and approvetaken, consent exercises of rights, power or agree to all such matters hereunder and thereunder, (b) to consent, ratify and approve any and all notices and actions the Members’ Representative may give or take (or omit to take)authority, and any and all approvals, consents and agreements the Members’ Representative may give decision or make after the effective date hereof and of the Escrow Agreement pursuant to the provisions hereof and thereof, and (c) to contest, compromise or settle any dispute or claim for Damages covered by or arising under this Agreement or the Escrow Agreement and direct and object to distributions from escrow pursuant to the Escrow Agreement. The Members’ Representative shall, in this regard, have all of the rights and powers which the Members would otherwise have, and the Members agree that the Purchaser, Parent and the Escrow Agent shall be entitled to rely exclusively upon the actions and communications of the Members’ Representative as the duly authorized actions and communications of the Members’ Representative on behalf of each Member with respect to any matters set forth in this Agreement and the Escrow Agreement and otherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with the authority of the Members’ Representative to act on behalf of one or more or all of the Members hereunder or under the Escrow Agreement (regardless of whether the Purchaser, Parent or the Escrow Agent shall have received notice of any alleged violation from one or more Members of the foregoing provisions of this Section 2.6 with respect to decisions determination made by any Member) and neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in any manner for any act or omission of the Members’ Representative in his capacity as such. The Members’ Representative shall not have any liability to the Members for any actions taken by the Members’ Representative consistent herewith, shall be absolutely and irrevocably binding on each Member as if such Member personally had taken such action, exercised such rights, power or authority or made such decision or determination in good faith pursuant such Member’s individual capacity, and no Members shall have the right to this Agreement object, dissent, protest or otherwise contest the Escrow Agreementsame. The Members agree to bear, on a pro rata basis in proportion to their Percentage Ownership, the costs and expenses reasonably and actually incurred foregoing Members’ Representative’s agency may be changed solely by the Members’ Representative in Members holding a majority of the performance Unit Votes (if such change is being effected after the Closing, by the Persons who were Members holding a majority of his duties hereunder and the Unit Votes as of immediately prior to promptly advance, pay and reimburse the Members’ Representative therefor after receipt of notification Closing) from the Members’ Representative that such costs and expenses have been incurredtime to time upon not less than five (5) days prior written notice to Parent.