Common use of Members’ Representative Clause in Contracts

Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

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) Each Member constitutes to give such notices, take (or omit to take) all such actions and appoints 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 its 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 its true the Escrow Agreement and lawful attorney in factotherwise related hereto or thereto. Neither the Purchaser, Parent nor the Escrow Agent need be concerned with full power and the authority in its name and on its behalf: (i) of the Members’ Representative to act on such Members’ behalf in of one or more or all of the absolute discretion Members hereunder or under the Escrow Agreement (regardless of Members’ Representative with respect to all matters relating to this Agreementwhether the Purchaser, including execution and delivery Parent or the Escrow Agent shall have received notice of any amendment, supplement, alleged violation from one or modification more Members of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the foregoing provisions of this Section 6.05. (b2.6 with respect to decisions made by any Member) This appointment and grant of power and authority is coupled with an interest and is neither the Purchaser, Parent nor the Escrow Agent shall be held liable or accountable in consideration any manner for any act or omission of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) . The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable have any liability to any Member the Members for any action taken or omitted to be actions taken by the Company based 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 reliancecosts and expenses have been incurred.

Members’ Representative. (a) Each Member constitutes Longhorn Members Representative, LLC, a North Carolina limited liability company having Xxxxxx Xxxx as its sole member and appoints manager (the “Members’ Representative Representative”), shall be constituted and appointed as its Representative agent for and its on behalf of each Company Member, and the true and lawful attorney in factfact of each Company Member, with full power and authority in its name each of the Company Member’s names, to give and receive notices and communications, to agree to, negotiate and enter into, on its behalf: (i) behalf of the Company Members, amendments, consents and waivers under this Agreement pursuant to act the terms set forth herein, to make and receive payments on behalf of the Company Members pursuant to the terms set forth herein, to take such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to other actions as authorized by this Agreement, including execution actions in connection with the determination of the Closing Date Net Working Capital Amount and delivery the Final Adjustment Amount pursuant to Section 2.3 and the defense and/or settlement of any amendmentindemnification claims of any Emdeon Indemnified Person pursuant to Article VII, supplementto take all actions authorized by the Escrow Agreement, including defending or modification 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 or any Transaction Document and any waiver 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 right arising out 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 or Agreement, in the provision of any consent or agreement hereunder; and event an Exempted Claim is made, the Members’ Representative will (i) take all reasonable direction from the Company Indemnified Persons bringing such Exempted Claim (“Exempted Claimants”) with regards to such Exempted Claim, (ii) in general, provide the Exempted Claimants bringing such Exempted Claim all notices and communications regarding such Exempted Claim as required pursuant to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsArticle VII of this Agreement, and other instruments contemplated (iii) be promptly reimbursed by the Exempted Claimants for all reasonable expenses, disbursements and advances incurred by the Members’ Representative in connection with the performance of its obligations with respect to such Exempted Claim. Each Exempted Claimant shall indemnify and hold harmless the Members’ Representative from any and all Damages that are incurred by the Members’ Representative as a result of actions taken, or deemed advisable actions not taken, by the Members’ Representative in connection with the performance of its obligations with respect to effectuate such Exempted Claim, except to the provisions extent that such Damages arise from the gross negligence or willful misconduct of this Section 6.05the 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 shall constitute notice to or from each of the Company Members. (b) The Members’ Representative will be entitled to engage such counsel, experts and other agents as the Members’ Representative deems necessary or proper in connection with performing the Members’ Representative’s obligations hereunder, and will be promptly reimbursed by the Company Members for all reasonable expenses, disbursements and advances incurred by the Members’ Representative in such capacity upon demand. Except as provided in Section 8.11(a) with respect to Exempted Claims, each Company Member shall indemnify and hold harmless the Members’ Representative from such Company Member’s pro rata share, based upon such Company Member’s pro rata share of the total outstanding Company Units as of the Closing Date, of any and all Damages that are incurred by the Members’ Representative as a result of actions taken, or actions not taken, by the Members’ Representative herein, except to the extent that such Damages arise from the gross negligence or willful misconduct of the Members’ Representative. The Members’ Representative shall not be liable to the Company Members for any act done or omitted hereunder as Members’ Representative, excluding acts which constitute gross negligence or willful misconduct. (c) All amounts received by the Members’ Representative on behalf of the Company Members under this Agreement will be promptly paid by the Members’ Representative to the Company Members pro rata based upon such Company Member’s share of the total outstanding Company Units as of the Closing Date; provided, however, that the Members’ Representative will be entitled to set off any amounts payable to the Members’ Representative under Section 8.11(b) against amounts otherwise payable to the Company Members pursuant to this Section 8.11(c) or released Escrowed Consideration for the benefit of the Company Members. (d) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement herein and is irrevocable and will shall not be terminated by any act of any Member of the Company Members (except as otherwise provided herein) or by operation of law, whether by the death or incapacity of any Company Member or by the occurrence of any other event. Each Member hereby consents to A decision, act, consent or instruction of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to in respect of any action under this Section 6.05. Each Agreement shall constitute a decision of all of the Company Members and any other Company Indemnified Person and shall be final, binding and conclusive upon each such Company Member agrees that and other Company Indemnified Persons, and the Emdeon Entities may rely upon any decision, act, consent or instruction of the Members’ Representative hereunder as being the decision, act, consent or instruction of each and every such Company Member and any other Company Indemnified Persons. The Emdeon Entities shall have no obligation or be able to rely conclusively on the proper distribution of such amounts by the Members’ Representative among the Company Members upon receipt by the Members’ Representative of such amounts. The Emdeon Entities are hereby relieved from any liability to any Person (including any Company Member or any other Company Indemnified Person) for any action taken acts done by them in accordance with such decision, act, consent or omitted by instruction of the Members’ Representative, to the extent delegated to the Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchhereunder. (ce) The Company provisions of this Section 8.11 are independent and severable, are irrevocable and coupled with an interest and shall be entitled enforceable notwithstanding any rights or remedies that any Person may have in connection with the transactions contemplated by this Agreement. The provisions of this Section 8.11 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Member, and any references in this Agreement to rely upon any document a Company Member or other paper delivered by the Company Members shall mean and include the successors to such Company Member’s or Company Members’ Representative as being authorized by Membersrights hereunder, whether pursuant to testamentary disposition, the laws of descent and the Company shall not be liable to any Member for any action taken distribution or omitted to be taken by the Company based on such relianceotherwise.

Members’ Representative. (a) Each TopCo and each Member constitutes by the adoption of this Agreement and appoints by their signature hereunder irrevocably and unconditionally authorizes the Members’ Representative (i) to take any and all additional action as is contemplated to be taken or otherwise may be taken by or on behalf of the Company, TopCo, or the Members by or under the terms of this Agreement, including any waivers of Closing conditions or waivers of other TopCo or Member rights and any agreement to terminate or alter this Agreement, (ii) to take all action necessary to the defense and/or settlement of any claims for which the Members may be required to indemnify the Buyer Indemnified Parties pursuant to Article X hereof, and (iii) to give and receive all notices required to be given or received by TopCo or the Members under this Agreement. (b) All decisions and actions by the Members’ Representative, including, without limitation, any agreement between the Members’ Representative and Buyer relating to the defense or settlement of any claims for which the Members may be required to indemnify the Buyer Indemnified Parties pursuant to Article X hereof, shall be binding upon TopCo and all Members, and neither the Company, TopCo, nor any Member shall have the right to object, dissent, protest or otherwise contest the same. (c) The Members’ Representative shall not have any liability to TopCo or any Member for any act done or omitted hereunder as Members’ Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Members shall severally but not jointly indemnify the Members’ Representative and hold it harmless against any loss, Liability or expense incurred without gross negligence or bad faith on the part of the Members’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The Members’ Representative shall be entitled to be reimbursed for reasonable expenses incurred in the performance of its duties (including, without limitation, the reasonable fees of counsel) by the Members, provided that the Members’ Representative shall first seek recourse with respect to such reasonable expenses from the Representative Expense Fund to the extent of the balance thereof. (d) The Members’ Representative shall have reasonable access to relevant information about the Business for purposes of performing its duties and exercising his rights hereunder; provided that the Members’ Representative shall treat confidentially and not disclose any nonpublic information from or about the Business or Buyer to anyone (except on a need-to-know basis to individuals who agree to treat such information confidentially) and execute a non-disclosure agreement in the form provided by Buyer. (e) By his, her or its adoption of this Agreement, TopCo and each Member agrees, in addition to the foregoing, that: (i) Buyer shall be entitled to rely conclusively on the instructions and decisions of the Members’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery settlement of any amendment, supplementclaims for indemnification by Buyer pursuant to Article X hereof, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Members’ Representative pursuant to this Section 6.05. Each Member agrees that hereunder, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Members’ Representative; (ii) all actions, decisions and instructions of the Members’ Representative shall be conclusive and binding upon TopCo and all of the Members, and neither TopCo nor any Member shall have no obligation or liability to any Person cause of action against the Members’ Representative for any action taken taken, decision made or omitted instruction given by the Members’ Representative under this Agreement, except for fraud or willful misconduct by the Members’ Representative in good faithconnection with the matters described in this Section 11.15; (iii) the provisions of this Section 11.15 are independent and severable, even if taken are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or omitted negligentlyremedies that TopCo or any Member may have in connection with the Transactions; and (iv) the provisions of this Section 11.15 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of TopCo and each Member, and each any references in this Agreement to TopCo or to a Member shall indemnify mean and hold harmless Members’ Representative frominclude the successors to the rights of TopCo or such Member (as applicable) hereunder, whether pursuant to testamentary disposition, the laws of descent and shall pay to Members’ Representative the amount of, distribution or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchotherwise. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Skyline Member constitutes by virtue of the approval and appoints 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 Representative, for the benefit of the Skyline Members, as its Representative the exclusive agent and its true attorney-in-fact to act for and lawful attorney on behalf of each Skyline Member, in factconnection with and to facilitate the consummation of the transactions contemplated hereby, with full which shall include the power and authority in its name and on its behalf: authority: (i) to act on execute and deliver such Members’ behalf in the absolute discretion of Members’ Representative 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 take any and all actions which the Members’ Representative believes are necessary or appropriate with respect to the Excluded Assets, under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the Skyline Members, including execution consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Surviving Company and delivery their respective Representatives regarding such claims, and, in connection therewith, 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 process on behalf of any amendmentor all Skyline Members in any such claim, supplementaction, proceeding or modification investigation and compromise or settle on such terms as the Members’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Members’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Members’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any 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 or any Transaction Document and any 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 claim such right or right arising out of this Agreement interest by the Members’ Representative or by the provision of any consent Skyline Members unless such waiver is in a writing signed by the waiving Party or agreement hereunderby 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 (ii) , in general, to do any and all things and to perform take any and all actsaction 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 executing any portion of the Excluded Assets or CHC Convertible Debentures subject to set-off received by the Members’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and delivering all the other agreements, certificatesdocuments and instruments executed in connection herewith. Notwithstanding the foregoing, receiptsthe Members’ Representative may resign at any time by providing written notice of intent to resign to the Skyline Members, instructionswhich 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 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 authorization 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 other instruments contemplated by or deemed advisable to effectuate the provisions of otherwise comply with, this Section 6.05‎7.5. (b) This appointment The Members’ Representative shall be entitled to receive reimbursement from, and grant of power be indemnified by, the Skyline Members for certain expenses, charges and authority is coupled liabilities as provided below. In connection with an interest this Agreement, and is in consideration exercising or failing to exercise all or any of the mutual covenants made powers conferred upon the Members’ Representative hereunder, (i) the Members’ Representative shall incur no responsibility whatsoever to any Skyline Members by reason of any error in this Agreement and is irrevocable and will not be terminated by judgment or other act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct and (ii) the Members’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any Member error in judgment or by operation other act or omission of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05such advice shall in no event subject the Members’ Representative to liability to any Skyline Member. Each Skyline Member agrees that shall indemnify, severally in proportion to its Pro Rata Share and not jointly, the Members’ Representative against all Losses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims 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 Members’ Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Members’ Representative hereunder for its willful misconduct. In the event of any indemnification hereunder, upon written notice from the Members’ Representative to the Skyline Members as to the existence of a deficiency toward the payment of any such indemnification amount, each Skyline Member shall promptly deliver to the Members’ Representative full payment of such Skyline Member’s share of the amount of such deficiency in proportion to such Skyline Member’s Pro Rata Share. The Members’ Representative shall only have the duties expressly stated in this Agreement and shall have no obligation other duty, express or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that implied. The Members’ Representative may sufferengage attorneys, sustain, or become subject to as a result accountants and other professionals and experts at the cost and expense of any claim made or threatened against the Skyline Members’ Representative in his capacity as such. (c) The All of the indemnities, immunities and powers granted to the Members’ Representative under this Agreement shall survive the Effective Time and/or any termination of this Agreement. (d) CHC and the Surviving Company shall be entitled have the right to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action all actions taken or omitted to be taken by the Company based Members’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Skyline Members. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Skyline Member and (ii) shall survive the consummation of the Merger, and any action taken by the Members’ Representative pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Skyline Member notwithstanding any contrary action of or direction from such relianceSkyline Member, except for actions or omissions of the Members’ Representative constituting willful misconduct. (f) Each of Skyline, Merger Sub and CHC acknowledges and agrees that the Members’ Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of Skyline, Merger Sub and CHC acknowledges and agrees that, other than in the Members’ Representative’s role as a Skyline Member (if applicable), the Members’ Representative shall have no liability to, and shall not be liable for any Losses of, any of Skyline, Merger Sub or CHC or to any Person in connection with any obligations of the Members’ Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud by the Members’ Representative in connection with the performance by the Members’ Representative of its obligations hereunder.

Members’ Representative. (a) Each Member constitutes Upon the closing of the Merger, one of the Members shall be constituted and appoints appointed as agent and attorney-in-fact (the "Members’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name ' Representative") for and on its behalf: (i) behalf of each of the Members to act on give and receive notices and communications, to object to such Members’ behalf in the absolute discretion deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of Members’ Representative courts and awards of arbitrators with respect to Claims, and to take all matters relating actions necessary or appropriate in the judgment of the Members' Representative for the accomplishment of the foregoing. Such agency may be changed (whether pursuant to this Agreementvacancy, removal or resignation) by the vote of a majority of the Members from time to time upon not less than thirty (30) days prior written notice to Parent. No bond shall be required of the Members' Representative, and the Members' Representative shall receive no compensation for its services, except for payment by the Members of expenses, including execution and delivery fees of any amendmentcounsel, supplement, or modification reasonably incurred by the Members' Representative in connection with the performance of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement its duties hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will The Members' Representative shall not be terminated by liable for any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken done or omitted by hereunder as Members’ ' Representative while acting in good faith, even if taken and any act done or omitted negligently, and each Member pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Members shall severally indemnify the Members' Representative and hold such agent harmless against any loss, liability or expense incurred without bad faith on the part of the Members’ ' Representative from, and shall pay to arising out of or in connection with the acceptance or administration of the Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such' Representative's duties hereunder. (c) The Company A decision, act, consent or instruction of the Members' Representative shall constitute a decision of all Members and shall be entitled to final, binding and conclusive upon each Member, and Parent may rely upon any document decision, act, consent or other paper delivered by instruction of the Members’ ' Representative taken in such manner as being authorized by Membersthe decision, act, consent or instruction of each and the Company shall not be liable every Member. The Parent is hereby relieved from any liability to any Member person for any action taken acts done by them in accordance with such decision, act, consent or omitted to be taken by instruction of the Company based on such relianceMembers' Representative.

Members’ Representative. (a) Each Member constitutes and appoints holder of Company Units, by signing this Agreement, designates Xxxxx Xxxxxxxxx or, in the event that Xxxxx Xxxxxxxxx is unable or unwilling to serve, now or in the future, Xxxx Xxxxxxxx, to be the Members’ ' Representative as its for purposes of this Agreement. The Members shall be bound by any and all actions taken by the Members' Representative on their behalf. (b) Clarant and Newco shall be entitled to rely upon any communication or writings given or executed by the Members' Representative. All notices to be sent to Members pursuant to this Agreement may be addressed to the Members' Representative and its any notice so sent shall be deemed notice to all of the Members hereunder. The Members hereby consent and agree that the Members' Representative is authorized to accept notice on behalf of the Members pursuant hereto. (c) The Members' Representative is hereby appointed and constituted the true and lawful attorney in factattorney-in-fact of each Member, with full power and authority in its his or her name and on its behalf: (i) his or her behalf to act on such Members’ behalf according to the terms of this Agreement in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution ' Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all actsacts including, including without limitation, executing and delivering all agreements, certificates, receipts, instructions, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. This power of attorney and all authority hereby conferred is granted subject to effectuate the provisions interest of this Section 6.05. (b) This appointment the other Members hereunder and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or either Member, by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes Catalyst /Hall Growth Capital Management Co., LLC (such person and appoints any successor or successors being the “Members’ Representative”) shall act as the representative of the Members’ Representative as its Representative , and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) shall be authorized to act on such Members’ behalf in of the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things Members and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of take any and all actions and the making of any decisions required or permitted to be taken or by the Members’ Representative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article X and with respect to any actions to 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 judgment of the Members’ Representative for the accomplishment of the foregoing). In all matters relating to this Section 6.05. Each Member agrees that Article X, the Members’ Representative shall have no obligation or liability be the only party entitled to any Person for any action 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. (b) The Members shall be bound by all actions taken or omitted by the Members’ Representative in good faithhis, even her or its capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Members’ Representative shall promptly, and in any event within five (5) business days, provide written notice to the Members of any action taken on behalf of them by the Members’ Representative pursuant to the authority delegated to the Members’ Representative under this Section 10.05. The Members’ Representative shall at all times act in his or her capacity as Members’ Representative in a manner that the Members’ Representative believes to be in the best interest of the Members. Neither the Members’ Representative nor any of its directors, officers, agents or employees, if taken any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted negligentlyto be taken under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Members’ Representative may consult with legal counsel, independent public accountants and each other experts selected by it. The Members’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Members’ Representative shall not exercise any discretion or take any action. (c) Each Member shall indemnify and hold harmless and reimburse the Members’ Representative fromfrom and against such Member’s ratable share of any and all liabilities, and shall pay to losses, damages, claims, costs or expenses suffered or incurred by the Members’ Representative the amount of, arising out of or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for resulting from any action taken or omitted to be taken by the Members’ Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Members’ Representative’s gross negligence, bad faith or willful misconduct. (d) Notwithstanding anything to the contrary herein or in the Escrow Agreement, the Members’ Representative is not authorized to, and shall not, accept on behalf of any Member any merger consideration to which such Member is entitled under this Agreement and the Members’ Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company based on or Parent now or hereafter owned of record or beneficially by any Member unless the Members’ Representative is expressly authorized to do so in a writing signed by such relianceMember.

Members’ Representative. (a) Each Member constitutes of the Members designates Xxxxxxxx Xxxxx Xxxxx and appoints Xxxx X. Xxxxxx III as such Member’s representative (acting together, or either of them acting individually, the “Members’ Representative”) for purposes of this Agreement, and Xxxxxxxx Xxxxx Xxxxx and Xxxx X. Xxxxxx III each agrees to act as the Members’ Representative as its set forth herein. Each of the Members and each of their respective successors shall be deemed to have approved, and shall be bound by, any and all actions taken by the Members’ Representative on their behalf under or otherwise relating to this Agreement and the Transactions as if such actions were expressly ratified and confirmed by each of them. In the event that the Members’ Representative is unable or unwilling to serve or shall resign, a successor Members’ Representative shall be selected by the holders of a majority of the Acquired Units outstanding 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 death, disability or other replacement of a Members’ Representative, a successor, if needed, shall be appointed effective immediately thereafter, and the Buyer shall be notified promptly of such appointment by such successor Members’ Representative. No resignation, nor any other replacement, of any Members’ Representative is effective against the Buyer until selection of a successor and prior written notice to the Buyer of such selection. Each successor Members’ Representative shall have all of the power, rights, authority and privileges hereby conferred upon the original Members’ Representative. (b) The Buyer shall be entitled to rely upon any communication or writing given or executed by the Members’ Representative on behalf of the Members. All communications or writings to be sent to the Members pursuant to this Agreement may be addressed to the Members’ Representative and its any communication or writing so sent shall be deemed notice to all of the Members hereunder. Each Member hereby consents and agrees that the Members’ Representative is authorized to accept deliveries, including any notice, on behalf of each Member pursuant hereto. (c) The Members’ Representative is hereby appointed and constituted the true and lawful attorney in fact, attorney-in-fact of each Member with full power and authority of substitution in its such Member’s name and on its behalf: (i) such Member’s behalf to act on such Members’ behalf according to the terms of the Transaction Documents in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all acts, acts including executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement, including this Article IX and the other Transaction Documents. This power of attorney and all authority hereby conferred is granted subject to effectuate the provisions interest of this Section 6.05. (b) This appointment the other Members hereunder and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or Member, by operation of lawLaw, whether by the such Member’s death or incapacity of any Member disability, or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that . (d) The Members’ Representative shall not have no obligation or any liability to any Person of the Members for any action taken act done or omitted by hereunder or otherwise in connection with the performance of its duties under this Section 9.7 as the Members’ Representative while acting in good faith, even if taken or omitted negligently, faith and each Member shall indemnify and hold harmless in the exercise of reasonable judgment. The Members’ Representative from, shall be indemnified by the Members for and shall pay to be held harmless against any loss, liability or expense (including any out-of-pocket costs, legal fees and other legal costs) incurred by the Members’ Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case, relating to the amount ofMembers’ Representative’s conduct as Members’ Representative, other than losses, liabilities or reimburse expenses that have been finally determined by a court of competent jurisdiction to result from the Members’ Representative’s fraud in connection with its performance under this Section 9.7. This indemnification shall survive the termination of this Agreement. The Members’ Representative formay, any Loss that Members’ Representative may sufferin all questions arising under this Agreement or the other Transaction Documents, sustainrely on the advice of counsel, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document public accountants or other paper delivered by Members’ Representative as being authorized by Membersindependent experts it reasonably determines to be experienced in the matter at issue, and the Company shall will not be liable to any Member of the Parties hereto or to the Members for anything done, omitted or suffered in good faith by the Members’ Representative in accordance with such advice. In no event shall the Members’ Representative be liable hereunder or under any other Transaction Document for any action taken indirect, punitive, special or omitted to be taken by the Company based on such relianceconsequential damages.

Members’ Representative. (a) Each Member constitutes and appoints holder of Company Units, by signing this Agreement, designates Xxxxx X. Xxxxx or, in the event that Xxxxx X. Xxxxx is unable or unwilling to serve, now or in the future, Xxxxx Xxxxxxx, to be the Members’ ' Representative as its for purposes of this Agreement. The Members shall be bound by any and all actions taken by the Members' Representative on their behalf. (b) Clarant and Newco shall be entitled to rely upon any communication or writings given or executed by the Members' Representative. All notices to be sent to Members pursuant to this Agreement may be addressed to the Members' Representative and its any notice so sent shall be deemed notice to all of the Members hereunder. The Members hereby consent and agree that the Members' Representative is authorized to accept notice on behalf of the Members pursuant hereto. (c) The Members' Representative is hereby appointed and constituted the true and lawful attorney in factattorney-in-fact of each Member, with full power and authority in its his or her name and on its behalf: (i) his or her behalf to act on such Members’ behalf according to the terms of this Agreement in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution ' Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all actsacts including, including without limitation, executing and delivering all agreements, certificates, receipts, instructions, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. This power of attorney and all authority hereby conferred is granted subject to effectuate the provisions interest of this Section 6.05. (b) This appointment the other Members hereunder and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or either Member, by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each BurgerFi Holdings, LLC is hereby appointed as agent, proxy and attorney-in-fact (the “Members’ Representative”) for each Member constitutes for all purposes of this Agreement and appoints the Additional Agreements, including the full power and authority on each such Member’s behalf to (i) to give and receive notices and communications to or by the Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand mediation and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Article XII 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 to disburse any funds or Purchaser Common Stock received hereunder or pursuant to the Escrow Agreement, (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 as its Representative deems necessary or appropriate; and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (iviii) to act on such Members’ behalf take all actions necessary or appropriate in the absolute discretion judgment of the Members’ Representative with respect for the accomplishment of the foregoing and to do each and every act and exercise any and all matters relating rights which the Members collectively are permitted or required to do or exercise under this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant Such agency may be changed by the Members from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Members’ Representative may not be removed unless holders of power and authority is coupled with an interest and is in consideration at least 51% of all of the mutual covenants made in Interest on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement and is irrevocable and will agrees to such removal. Any vacancy in the position of Members’ Representative may be filled by approval of the holders of at least 51% of all of the Interest on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Members’ Representative shall not be terminated effective until written notice is delivered to Purchaser. No bond shall be required of the Members’ Representative, and the Members’ Representative shall not receive any compensation for his services. Notices or communications to or from the Members’ Representative shall constitute notice to or from the Members. (c) A decision, act, consent or instruction of the Members’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Members of the Company and shall be final, binding and conclusive upon each of the Members. In connection with this Agreement, the Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Members’ Representative hereunder (i) the Members’ Representative shall incur no responsibility whatsoever to any Members by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Members’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any Member error in judgment or by operation other act or omission of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05such advice shall in no event subject the Members’ Representative to liability to any Members. Each Member agrees that shall severally (in accordance with their ownership percentages in the Company as set forth on Schedule 1.10), and not jointly, indemnify the Members’ Representative, against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever) (“Members’ Representative shall have no obligation Losses”), arising out of or liability to in connection with any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action actions taken or omitted to be taken by the Company based on Members’ Representative pursuant to the terms of this Agreement or the Escrow Agreement (including any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Members’ Representative hereunder, or under the Escrow Agreement or otherwise), in each case as such relianceMembers’ Representative Loss is incurred or suffered. If not paid directly to the Members’ Representative by the Members, any such Members’ Representative Loss may be recovered by the Members’ Representative from the Escrow Fund otherwise distributable to the Members pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Members’ Representative to the Escrow Agent; provided that while this section allows the Members’ Representative to be paid from the Escrow Fund, this does not relieve the Members from their obligation to promptly pay such Members’ Representative Losses as they are suffered or incurred, nor does it prevent the Members’ Representative from seeking any remedies available to it at law or otherwise. Notwithstanding anything in this Section 14.15 to the contrary, the Members’ Representative (in his capacity as such) shall have no obligation or authority with respect to any indemnification claims against a Member made by a Purchaser Indemnitee under Section 11.1.

Members’ Representative. (a) Each Member constitutes hereby appoints Benzaken, as such Member’s representative to act as Representative for all purposes of this Agreement and appoints the Members’ Representative as its Representative and its true and lawful attorney in facttransactions contemplated hereby, with full power the right, in such capacity, in his discretion, to do any and all things and to execute any and all documents in such Member’s place and stead, in any way which such Member could do if personally present, in connection with this Agreement and the transactions contemplated thereby, including the authority in its name and on its behalfbehalf of such Member, without giving notice to such Member, to take any of the following actions: (i) to act accept on such Members’ Member’s behalf any amount payable to such Member under this Agreement; (ii) to negotiate and otherwise deal with Parent, in all respects; (iii) to accept and give service of process and all other notices and other communications relating to this Agreement; (iv) to settle any dispute relating to the terms of this Agreement; (v) to execute any instrument or document that the Representative may determine is necessary or desirable in the absolute discretion exercise of Members’ Representative his authority under this Agreement and power-of-attorney; and (vi) to act in connection with respect to all matters relating to this AgreementAgreement and the transactions contemplated thereby, including execution and delivery of any amendmentthe power to employ auditors, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, attorneys and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05Persons in connection therewith. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to further agrees, as follows: (i) such Member recognizes the taking inherent conflict of interest of Benzaken as the Representative and as a continuing employee of Buyer and waives any and all actions and claims with respect thereto; (ii) the making Representative (A) shall not incur any personal liability for acting in such capacity if in doing so he acts upon advice of any decisions required counsel or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative otherwise acts in good faith, even if taken (B) shall not incur any personal liability for acting in such capacity in the absence of his willful misconduct, (C) may act upon any instrument or omitted negligentlysignature believed by him to be genuine and may assume that any Person purporting to give any notice or instruction under this Agreement or under any other related agreement or document believed by him to be authorized has been authorized to do so (D) shall not be responsible for the investment of any payments received from Parent for the benefit of the Members, and each Member (E) shall indemnify and hold harmless be promptly reimbursed by the Members’ Representative from, and shall pay pro rata in proportion to Members’ Representative their ownership of Units immediately prior to the amount Closing, for out-of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative -pocket expenses incurred by him in his capacity as such.of Representative, and such expenses shall first be satisfied from any Closing Payment or Earnout Payment paid by Parent and received by the Representative for the benefit of the Shareholders, prior to distribution of such payments to the Shareholders; and (c) The Company If Benzaken is unable to serve or resigns as the Representative, the Members may appoint from among their ranks a substitute Representative to replace Benzaken which individual shall have all the powers and authority granted to Benzaken by this Section 13.13. Buyer shall accept such substitute Representative without objection; provided, however, that Benzaken shall continue to serve as the Representative until such substitute Representative has been appointed by the Members. (d) At and after Closing, Buyer shall be entitled to deal exclusively with the Seller and the Representative on all matters relating to this Agreement and the transactions contemplated hereby involving the Members, or any of them, and shall be entitled to rely upon conclusively (without further evidence of any document kind whatsoever) on any statements made by the Seller or other paper delivered the Representative or documents executed or purported to be executed on behalf of any Member by Members’ Representative as being authorized by Membersthe Representative, and the Company shall not be liable to on any Member for any other action taken or omitted purported to be taken on behalf of any Member by the Company based on such relianceRepresentative including, without limitation, the appropriate communication or delivery to the Members.

Members’ Representative. (a) Each Member of the Members hereby constitutes and appoints the Members’ Representative Committee as its the Members’ Representative and its true as agent and lawful attorney in factattorney-in-fact for and on behalf of each Member, with full power powers of substitution (and, if substituted, the Members’ Representative will notify NovaMed in writing a reasonable period of time in advance of such substitution), to give and authority receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution and comply with orders of arbitrators, courts, tribunals or other Governmental Authority and awards of arbitrator, courts, tribunals or other Governmental Authority with respect to any claims or other matters that may arise under this Agreement or the Transaction Documents, and to take all actions and execute all such documents necessary or appropriate in its name the good faith discretion of the Members’ Representative for the accomplishment of the transactions contemplated by this Agreement and on its behalfthe Transaction Documents, including, without limitation, the power: (i) to act on such receive and hold the proceeds payable pursuant to this Agreement and to distribute the same to the Members’ behalf in ; (ii) to execute and deliver the absolute discretion of Transaction Documents, a closing statement and all other agreements, documents and other papers which the Members’ Representative deems necessary or appropriate in connection with respect to all matters relating to this Agreement, including execution Agreement and delivery of any amendment, supplementthe Transaction Documents, or modification any of this Agreement the transactions contemplated hereby or thereby; (iii) to terminate, amend, waive or interpret any Transaction Document and any waiver of any claim or right arising out provision of this Agreement or the provision Transaction Documents. (iv) to act for each Member with regard to the indemnification matters referred to in this Agreement, including, without limitation, the power to compromise or settle any claim on behalf of any consent or agreement hereundersuch Member; and (iiv) in general, to do all things and or refrain from doing any further act or deed on behalf of each Member which the Members’ Representative deems necessary or appropriate in its sole discretion relating to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions subject matter of this Section 6.05Agreement as fully and completely as such Member could if personally present. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration No bond shall be required of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of lawMembers’ Representative, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have receive no obligation or liability to any Person compensation for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchits services. (c) The Company Each Member hereby appoints the Members’ Representative such Member’s agent for service of process for all purposes under this Agreement and the Transaction Documents, and agrees that service of any process, summons, notice or document pursuant to the Agreement to the Members’ Representative at its address shall be entitled effective service of process of any action, suit or proceeding brought against such Member. (d) NovaMed may, for all purposes of this Agreement, assume and treat every notice, payment or any other action directed to rely upon any document or other paper delivered by the Members’ Representative as being authorized by if such notice, payment or other action had been directed to each Member. (e) Neither the Members, and the Company ’ Representative nor any of its agents or employees shall not be liable to any Member of any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement except in the case of its gross negligence, willful misconduct or fraud. The Members’ Representative may consult with legal counsel, independent public accountants or other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the Company based advice of such counsel, accounts or experts. NovaMed shall be entitled to reply on all statements, representations, agreements and decisions of the Members’ Representative. (f) By executing and delivering this Agreement, each Member hereby agrees to indemnify and hold the Members’ Representative harmless from any and all liability, loss, cost, damage or expense (including attorneys’ fees) reasonably incurred or suffered as a result of the performance of its duties under this Agreement, except such reliancethat arises from the gross negligence or willful misconduct or fraud of the Members’ Representative. (g) A decision, act, consent or instruction of the Members’ Representative shall constitute a decision of all Members and shall be final, binding and conclusive upon each Members. NovaMed may rely upon any such decision, act, consent or instruction of the Members’ Representative as being the decision, act, consent or instruction of the Members. NovaMed is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, acts, consents or instruction of the Members’ Representative. The Members hereby releases and discharges NovaMed from and against any liability arising out of or in connection with the Members’ Representative actions or inactions on behalf of the Members. (h) Notwithstanding the foregoing or anything else in this Agreement, the Members’ Representative shall have no authority to defend a breach or alleged breach by Member of Article XI of this Agreement, as to which such Member shall have the sole authority to defend.

Members’ Representative. (a) Each Member By the execution and delivery of this Agreement, each of the Members hereby irrevocably constitutes and appoints Xxxxxx X. Xxxxx XX as the true and lawful agent and attorney-in-fact (the “Members’ Representative”) of Members with full power of substitution to act on behalf of Members in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Members’ Representative as its Representative and its true and lawful attorney shall deem necessary or appropriate in factconnection with the transactions contemplated by this Agreement, with full power and authority in its name and on its behalf: including the power: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative for Members with respect regard to all matters relating pertaining to indemnification referred to in this Agreement, including execution the power to compromise any indemnity claim on behalf of Members and delivery to transact matters of litigation; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Members’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to receive funds, make payments of funds, and give receipts for funds; (iv) to receive funds for the payment of expenses of the Members and apply such funds in payment for such expenses; (v) to do or refrain from doing any amendment, supplement, further act or modification deed on behalf of the Members that the Members’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or as fully and completely as Members could do if personally present; and (vi) to receive service of process in connection with any Transaction Document and any waiver of any claim or right arising out of claims under this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05Agreement. (b) This The appointment and grant of power and authority is the Members’ Representative shall be deemed coupled with an interest and is in consideration shall be irrevocable, and Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant in all matters referred to this Section 6.05herein. Each Member agrees The Members hereby confirm all that the Members’ Representative shall have no obligation do or liability cause to any Person for any action taken or omitted be done by virtue of his appointment as the Members’ Representative. The Members’ Representative shall act for all Members on all of the matters set forth in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless this Agreement in the manner the Members’ Representative frombelieves to be in the best interest of Members and consistent with the obligations under this Agreement, and shall pay to but the Members’ Representative shall not be responsible to Members for any losses or damages Members may suffer by the amount of, or reimburse performance of his duties under this Agreement and the Members shall fully indemnify the Members’ Representative forfrom and against any such losses or damages, other than any Loss that such losses or damages arising from willful violation of the law or gross negligence in the performance of his duties as Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchunder this Agreement. (c) The Company shall be entitled Members agree to rely upon any document or other paper delivered pay the expenses incurred by the Members’ Representative as being authorized under the authorization granted in Section 13.13(a). Any expense, liability or obligation that the Members’ Representative incurs or pays on behalf of a Member or group of Members shall be promptly reimbursed by Members, and Member on whose behalf such expenses were paid. In the Company shall not be liable to event any Member does not promptly reimburse the Members’ Representative for any action taken such expense, liability or omitted obligation, the Members’ Representative shall have the right to withhold and keep such amount from any payments to be taken by made to such Member hereunder. (d) If the Company based on Members’ Representative should die, become disabled or otherwise unable to fulfill his responsibility as agent and attorney-in-fact of Member hereunder, then Members who held a majority of the Shares of the Seller immediately prior to the Closing (the “Requisite Member”) are authorized and shall, promptly after such reliancedeath, disability or other event, appoint a successor Members’ Representative and, promptly thereafter, notify Purchaser of the identity of such successor. Any such successor shall become the “Members’ Representative” for purposes of the Transaction Agreements. If for any reason there is no Members’ Representative at any time, all references herein to the Members’ Representative shall be deemed to refer to the Requisite Member.

Members’ Representative. The Members’ Representative is hereby appointed as agent, proxy and attorney-in-fact for each Member for all purposes of this Agreement and the Additional Agreements, including the full power and authority on each such Member’s behalf (ai) Each to give and receive notices and communications to or by Parent or Purchaser for any purpose under this Agreement and the Additional Agreements; (ii) to agree to, negotiate, enter into settlements and compromises of and demand mediation and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Article XI 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 to disburse any funds or Equity Consideration received hereunder or pursuant to the Escrow Agreement; (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 constitutes any amendment, waiver, ancillary agreement and appoints documents on behalf of any Member that the Members’ Representative as its Representative deems necessary or appropriate; and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (iviii) to act on such Members’ behalf take all actions necessary or appropriate in the absolute discretion judgment of the Members’ Representative with respect to all matters relating to this Agreement, including execution for the accomplishment of the foregoing and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things each and to perform all acts, including executing every act and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of exercise any and all actions and rights which the making of any decisions Members collectively are permitted or required to do or permitted to be taken or made by Members’ Representative pursuant to exercise under this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchAgreement. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes and appoints In connection with the Recapitalization, the Members shall appoint the Members’ Representative as its Representative agent and its true and lawful attorney in fact, fact (with the full power and authority in its name of substitution) for and on its behalf: behalf of the Members to (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 act on 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 compromises of, assume the defense of any Proceedings, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Members’ behalf Proceedings, and to take all actions necessary or appropriate in the absolute discretion judgment of the Members’ Representative with respect for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) make any determinations and settle any matters related to all any Tax matters relating 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 execution Section 2.6 and delivery of Article VII or (B) any amendmentcosts, supplementfees, or modification of 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 necessary or any Transaction Document and any waiver appropriate in the judgment of any claim or right arising out the Members’ Representative on behalf of the Members in connection with this Agreement or and the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05Ancillary Agreements. (b) This appointment The Members’ Representative, or any successor hereafter appointed, may resign at any time by written notice to the Buyer. Any change in the Members’ Representative will become effective upon notice to the Buyer in accordance with this Section 10.3. All power, authority, rights and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made privileges conferred in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant will apply to this Section 6.05. Each Member agrees that any successor Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchRepresentative. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall will not be liable to any Member for any action act done or omitted under this Agreement as Members’ Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. The Buyer agrees that it will not look to the assets of the Members’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the OppFi Companies. In performing any of its duties under this Agreement or any Ancillary Agreements, the Members’ Representative will not be liable to the Members for any losses that any such Person may incur as a result of any act, or failure to act, by the Members’ Representative under this Agreement or any Ancillary Agreements, and the Members’ Representative will be indemnified and held harmless by the Company based on such reliancefor all losses, except to the extent that the actions or omissions of the Members’ Representative constituted fraud, gross negligence or willful misconduct. The limitation of liability provisions of this Section 10.3(c) will survive the termination of this Agreement and the resignation of the Members’ Representative. (d) The Buyer shall be entitled to rely exclusively upon any notices and other acts of the Members’ Representative relating to the Members’ rights and obligations hereunder as being legally binding acts of each Member individually and collectively.

Members’ Representative. (a) Each Member constitutes and appoints hereby has appointed Xxxx Xxxxxxxx, individually, as the Members’ Representative and as its Representative agent and its true attorney-in-fact for and lawful attorney in facton behalf of each Member, with full power powers of substitution, to give and authority receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution and comply with orders of arbitrators, courts, tribunals or other Governmental Bodies and awards of arbitrators, courts, tribunals or other Governmental Bodies with respect to any claims or other matters that may arise under this Agreement or the other ancillary transaction documents, and to take all actions and execute all such documents necessary or appropriate in its name the good faith discretion of the Members’ Representative for the accomplishment of the transactions contemplated by this Agreement and on its behalfthe other ancillary transactions, including, without limitation, the power: (i) to act on such Members’ behalf in the absolute discretion of agree with Buyer and Merger Sub with respect to any matter or thing required by or deemed necessary by Members’ Representative in connection with respect to all matters relating to this Agreement, including execution without limitation any amendments to this Agreement; (ii) to receive and delivery of hold the Merger Consideration and any amendmentother amounts payable pursuant to this Agreement and to distribute the same to the Members; (iii) to execute and deliver any and all other agreements, supplementdocuments and other papers which the Members’ Representative deems necessary or appropriate in connection with this Agreement, or modification any of the transactions contemplated hereby or thereby; (iv) to terminate, amend, waive or interpret any provision of this Agreement; (v) to act for each Member and all Members with regard to the indemnification matters referred to in this Agreement, including, without limitation, the power to compromise or settle any claim on behalf of such Member; (vi) to retain attorneys, accountants and other professionals to provide services to the Members’ Representative in fulfillment of his obligations under this Agreement and as otherwise deemed appropriate in connection with the Closing of the transactions contemplated by this Agreement or any Transaction Document and any waiver of any claim or right related matters arising out of this Agreement or the provision of any consent or agreement hereunderthereafter; and (iivii) in general, to do all things and or refrain from doing any further act or deed on behalf of each Member which the Members’ Representative deems necessary or appropriate in his sole discretion relating to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions subject matter of this Section 6.05Agreement as fully and completely as such Member could if personally present. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of Notwithstanding the mutual covenants made foregoing or anything else in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of lawAgreement, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation authority to defend a breach or liability alleged breach by a Member of any representation, warranty or covenant of this Agreement, as to which such Member is solely liable or potentially liable, and such Member shall have the sole authority to defend against any such claim. (c) No bond shall be required of the Members’ Representative, and the Members’ Representative shall receive no compensation for his services. (d) Neither the Members’ Representative nor any of his agents or employees shall be liable to any Person Member of any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement except in the case of its gross negligence, willful misconduct or fraud. The Members’ Representative may consult with legal counsel, independent public accountants or other experts selected by him and shall not be liable for any action taken or omitted to be taken in good faith by him in accordance with the advice of such counsel, accounts or experts. (e) Each Member hereby agrees to indemnify and hold the Members’ Representative in good faithharmless from any and all liability, even if taken loss, cost, damage or omitted negligently, and each Member shall indemnify and hold harmless Membersexpense (including attorneys’ Representative from, and shall pay to Members’ Representative the amount of, fees) reasonably incurred or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to suffered as a result of any claim made the performance of his duties under this Agreement, except such that arises from the gross negligence or threatened against willful misconduct or fraud of the Members’ Representative. (f) A decision, act, consent or instruction of the Members’ Representative in his capacity as suchshall constitute a decision of all Members and shall be final, binding and conclusive upon each Member. (cg) The Company Buyer shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company Buyer shall not be liable to any Member for any action taken or omitted to be taken by the Company Buyer based on such reliance. (h) Until all obligations under this Agreement shall have been discharged (including all indemnification obligations under Article XII), Members who, immediately prior to the Closing, are entitled in the aggregate to receive more than 50% of the Merger Consideration, may, from time to time upon notice to Buyer, appoint a new Members’ Representative upon the death, incapacity, or resignation of Members’ Representative. If, after the death, incapacity, or resignation of Members’ Representative, a successor Members’ Representative shall not have been appointed by Members within 15 Business Days after a request by Buyer, Buyer may appoint a Members’ Representative from among the Members to fill any vacancy so created by notice of such appointment to Members. For clarification, Buyer may communicate with and accept instruments signed by and with Xxxx Xxxxxxxx, as the Members’ Representative, as set forth above, in the same manner as if interacting directly with, communicating with and accepting instruments signed by any or all of the individual Members (until death, resignation, incapacity or replacement as set forth above) as the Members’ lawful attorney-in-fact, and the Members shall be bound thereby.

Members’ Representative. (a) Each Member constitutes hereby appoints Xxxxxx Xxxxxx as the “Members’ Representative” to act as the agent of Members with the full power (i) to execute and appoints enter into, on behalf of Members, and to take all actions thereunder for and on their behalf, (ii) to negotiate and/or settle all claims under this Agreement, (iii) to receive from BCNN the certificates for the Series A Preferred issuable to Members in accordance with the provisions of this Agreement, (iv) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on Members’ behalf in connection with this Agreement as the Members’ Representative, in its sole discretion, deems proper, (v) to perform all of the functions of the Members’ Representative under this Agreement. BCNN is entitled to rely on the acts and agreements of the Members’ Representative as its Representative the acts and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such agreements of Members’ behalf in the absolute discretion of . The Members’ Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Members’ Representative deems to be reasonably necessary or appropriate in connection with respect to all matters relating to its performance of its obligations under this Agreement, including execution and delivery all such fees and expenses incurred by the Members’ Representative shall be borne by Members based upon their respective pro rata ownership of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and Units (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05each such Member’s “Pro Rata Share”). (b) This Members hereby agree, on a several and not joint basis in accordance with their respective Pro Rata Share, to indemnify the Members’ Representative (in its capacity as such), against, and to hold the Members’ Representative (in its capacity as such) harmless from (and the Members’ Representative shall have the right to seek payment directly from Members for the amount of), any and all reasonable, out-of-pocket losses, damages, costs or expenses incurred by the Members’ Representative in such capacity arising out of its action or failure to take action pursuant to this Agreement or in connection herewith in such capacity, in each case except to the extent resulting from or arising out of the Members’ Representative’s fraud, gross negligence, or willful misconduct. The Members’ Representative may from time to time submit invoices to Members covering such expenses and/or liabilities and, upon the request of any Member, shall provide such Member with an accounting of all expenses paid. In addition to any other rights or remedies, the Members’ Representative may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed to the Members’ Representative against any amounts to be paid to Members hereunder. (c) BCNN shall be fully protected in dealing with the Members’ Representative under this Agreement and may rely upon the authority of the Members’ Representative to act on behalf of Members for all purposes under this Agreement and under each Ancillary Agreement and shall have no liability for or in connection with or resulting from any such reliance. To the extent authorized under this Agreement, any deliverable by BCNN to the Members’ Representative shall be considered a deliverable by BCNN to Members. The appointment and grant of power and authority the Members’ Representative is coupled with an interest and is shall be irrevocable by any Member in consideration any manner or for any reason. This power of attorney shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative principal pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that applicable law. (d) The Members’ Representative may suffer, sustain, or become subject to resign from its capacity as a result of any claim made or threatened against Members’ Representative at any time by written notice delivered to BCNN and Members. If there is a vacancy at any time in his capacity as suchthe position of Members’ Representative for any reason, such vacancy shall be filled by a Members’ vote in the form of a writing executed by Members entitled to a majority of the number of votes referred to in the next sentence. In such event, each Member shall have a number of votes equal to such Member’s Pro Rata Share and the authorization of a majority of such number of votes shall be binding on all of Members and shall constitute the authorization of Members. (ce) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member BCNN or Members in its capacity as the Members’ Representative for any action liability of a Member or for any error of judgment, or any act done or step taken or omitted by it believed by it to be taken 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 Members’ Representative’s fraud, gross negligence or willful misconduct. The Members’ Representative may seek the advice of reputable 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 hereunder, and it shall incur no liability in its capacity as Members’ Representative to BCNN or Members and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the Company based on advice of such reliancecounsel.

Members’ Representative. (a) Each Member constitutes Member, by his or her execution hereof designates Xxxxx Xxxxxx his or her agent and appoints attorney-in-fact (the “Members’ Representative”), for and on behalf of such Member. The Members’ Representative shall have full power and authority to represent all of the Members and their successors with respect to all matters arising under this Agreement and the Master Escrow Agreement and all actions taken by the Members’ Representative hereunder and thereunder shall be binding upon all such Members and their successors as its if expressly confirmed and ratified in writing by each of them. The Members’ Representative shall take any and its all actions which he believes are necessary or appropriate under this Agreement and the Master Escrow Agreement for and on behalf of the Members, as fully as if the Members were acting on their own behalf. Without limiting the generality of the foregoing, the Members’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Master Escrow Agreement and to consent to any amendment hereof or thereof on behalf of all such Members and such successors. (b) In the performance of his duties hereunder, the Members’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Member. The Members’ Representative may assume that any person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. (i) The Members’ Representative is hereby appointed and constituted the true and lawful attorney in factattorney-in-fact of each Member, with full power and authority in his, her or its name and on his, her or its behalf: (i) behalf to act on such Members’ behalf according to the terms of this Agreement and the Master Escrow Agreement in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all acts, including including, without limitation, executing and delivering all the Master Escrow Agreement and any other agreements, certificates, receipts, instructions, and other notices or instruments contemplated by or deemed advisable to effectuate in connection with the provisions Master Escrow Agreement. This power of this Section 6.05. (b) This appointment attorney and grant of power all authority hereby conferred is granted and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is shall be irrevocable and will shall not be terminated by any act of any Member or Member, by operation of law, whether by the death such Member’s death, disability, protective supervision or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of waives any and all actions and defenses that may be available to contest, negate or disaffirm the making action of any decisions required or permitted to be taken or made by the Members’ Representative pursuant to taken in good faith under the Master Escrow Agreement. Notwithstanding the power of attorney granted in this Section 6.0511.7(b), no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of the Members having signed or given such agreement, instrument, acknowledgement, or other act or document directly instead of the Members’ Representative. (c) Members who in the aggregate hold at least a majority of the Members’ interest in the Holdback shall have the right at any time during the term of the Master Escrow Agreement to remove a then-acting Members’ Representative and to appoint a successor Members’ Representative upon such removal, or upon his death, disability or resignation; provided, however, that neither such removal of such then acting Members’ Representative nor such appointment of a successor Members’ Representative shall be effective until the delivery to the Escrow Agent of executed counterparts of a writing signed by each such Member with respect to such removal and appointment, together with an acknowledgment signed by the successor Members’ Representative appointed in such writing that he accepts the responsibility of successor Members’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Members’ Representative. Each Member agrees that successor Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted all of the power, authority, rights and privileges conferred by this Agreement upon the original Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by MembersRepresentative, and the Company term “Members’ Representative” as used herein and in the Master Escrow Agreement shall not be liable deemed to include any Member for any action taken interim or omitted to be taken by the Company based on such reliancesuccessor Members’ Representative.

Members’ Representative. (a) Each Member constitutes and appoints Member, by signing this Agreement, designates Xxxxxx X. Xxxxxxxx to be the Members’ ' Representative as its for purposes of this Agreement. The Members shall be bound by any and all actions taken by the Members' Representative on their behalf. The Members (and not the Company or the Buyer) shall pay all costs, fees and expenses charged by the Members' Representative after the Closing Date in connection with the performance of his duties and provision of his services under the terms of this Agreement. (b) Buyer shall be entitled to rely upon any communication or writings given or executed by the Members' Representative. All communications or writings to be sent to the Members pursuant to this Agreement may be addressed to the Members' Representative and its any communication or writing so sent shall be deemed notice to all of the Members hereunder. The Members hereby consent and agree that the Members' Representative is authorized to accept deliveries, including any notice, on behalf of the Members pursuant hereto. (c) The Members' Representative is hereby appointed and constituted the true and lawful attorney in factattorney-in-fact of each Member, with full power and authority in his or its name and on his or its behalf: (i) behalf to act on such Members’ behalf according to the terms of this Agreement in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution ' Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all actsacts including, including without limitation, executing and delivering all agreements, certificates, receipts, instructions, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions in connection with Article 8 of this Section 6.05. (b) Agreement. This appointment power of attorney and grant all authority hereby conferred is granted subject to the interest of power the other Members hereunder and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or Member, by operation of law, whether by the such Member's death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreementthe Transaction Documents, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunderhereunder and to executed such documents and deliver such documents and items as required to consummate all of the Transactions; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.059.13. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.059.13. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes CHGCM Co., LLC, and appoints SGD (such person or persons and any successor or successors being collectively, each or either or both, the “Members’ Representative”) shall act as the representative of the Members’ Representative as its Representative , and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) shall be authorized to act on such Members’ behalf in of the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things Members and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of take any and all actions and the making of any decisions required or permitted to be taken or by the Members’ Representative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article X and with respect to any actions to 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 judgment of the Members’ Representative for the accomplishment of the foregoing). In all matters relating to this Section 6.05. Each Member agrees that Article X, the Members’ Representative shall have no obligation or liability be the only party entitled to any Person for any action taken or omitted by assert the rights of the Members, and the Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative perform all of the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result obligations of any claim made or threatened against Members’ Representative in his capacity as such. (c) the Members hereunder. The Company Parent Indemnified Parties shall be entitled to rely upon any document on all statements, representations and decisions of the Members’ Representative. The Members shall have the right to change either one or other paper delivered by 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 any person serving as being authorized a Members’ Representative must be a Member or employed by a Member. 67 (b) The Members shall be bound by all actions taken by the Members’ Representative in his, her or its capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Members’ Representative shall promptly, and in any event within five (5) business days, provide written notice to the Company Members of any action taken on behalf of them by the Members’ Representative pursuant to the authority delegated to the Members’ Representative under this Section 10.05. The Members’ Representative shall not at all times act in his or her capacity as Members’ Representative in a manner that the Members’ Representative believes to be in the best interest of the Members. Neither the Members’ Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any Member person for any error of judgment, or any action taken taken, suffered or omitted to be taken under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Members’ Representative may consult with legal counsel, independent public accountants and other experts selected by it. The Members’ Representative shall not have any duty to ascertain or to inquire as to the Company based on such relianceperformance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Members’ Representative shall not exercise any discretion or take any action.

Members’ Representative. (a) Each Member constitutes The Members, by the approval and appoints adoption of this Agreement, hereby irrevocably appoint the Members’ Representative as its agent and attorney in fact for the Company and each Member, and authorize the Members’ Representative (i) to take all action necessary to consummate the transactions contemplated by this Agreement and the Escrow Agreement, or the defense and/or settlement of any claims for which the Members may be required to indemnify the Purchaser or any other Purchaser Indemnified Party pursuant to Article IX, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Member Related Agreements, (iii) to authorize delivery to Purchaser of the Escrow Shares in satisfaction of claims by the Purchaser, including with respect to the Net Debt Adjustment Amount, (iv) to make decisions on behalf of the Company and the Members and take any and all additional action as is contemplated to be taken by or on behalf of the Members by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Member Related Agreements, and (C) the Estimated Net Debt, the Final Net Debt and the Net Debt Adjustment Amount. (b) All decisions and actions by the Members’ Representative, including without limitation (i) any agreement between the Members’ Representative and its true the Purchaser relating to the defense or settlement of any claims for which the Members may be required to indemnify the Purchaser pursuant to Article IX, (ii) any agreement between the Members’ Representative and lawful attorney the Purchaser relating to the Estimated Net Debt, the Final Net Debt or the Net Debt Adjustment Amount, and (iii) any agreement between the Members’ Representative and the Purchaser relating to the Escrow Agreement or the determination of the Purchaser’s payment obligations under Sections 1.3 or 1.5 or any other matter relating to Article I, shall be binding upon all of the Members, and no Member shall have the right to object, dissent, protest or otherwise contest the same. (c) The Members’ Representative shall not have any liability to any of the parties to this Agreement or to the Members for any act done or omitted pursuant to this Agreement as the Members’ Representative while acting in factgood faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Members shall severally indemnify the Members’ Representative and hold the Members’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Members’ Representative and arising out of or in connection with the acceptance or administration of the Members’ Representative’s duties under this Agreement. (d) The Members’ Representative shall have full power and authority on behalf of each Member to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Members under this Agreement, the Escrow Agreement and the Member Related Agreements. (e) By his, her or its approval of this Agreement and the transactions contemplated by this Agreement, each Member agrees, in its name and on its behalfaddition to the foregoing, that: (i) the Purchaser shall be entitled to act rely conclusively on such Members’ behalf in the absolute discretion instructions and decisions of the Members’ Representative with respect as to all matters relating to this Agreement, including execution and delivery (A) the settlement of any amendmentclaims for indemnification by the Purchaser pursuant to Article IX, supplement(B) actions taken in respect of indemnification claims, or modification Direct Claims, Third-Party Claims and Notices of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsClaims, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (bC) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Members’ Representative pursuant to under this Section 6.05. Each Agreement, the Escrow Agreement and any Member agrees that Related Agreement, and no Member shall have any cause of action against the Purchaser for any action taken by the Purchaser in reliance upon the instructions or decisions of the Members’ Representative; (ii) all actions, decisions and instructions of the Members’ Representative shall be conclusive and binding upon the Company and all of the Members and no Member shall have no obligation or liability to any Person cause of action against the Members’ Representative for any action taken taken, decision made or omitted instruction given by the Members’ Representative under this Agreement or the Escrow Agreement except for fraud or willful misconduct by the Members’ Representative in good faithconnection with the matters described in this Article X; (iii) the provisions of this Article X are independent and severable, even if taken are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or omitted negligentlyremedies that any Member may have in connection with the transactions contemplated by this Agreement, the Escrow Agreement and the Member Related Agreements; and (f) the provisions of this Article X shall be binding upon the executors, heirs, legal Representatives, personal Representatives, successor trustees and successors of each Member, and each any reference in this Agreement or the Escrow Agreement to a Member or the Members shall indemnify mean and hold harmless Members’ Representative frominclude the successors to the rights of the Members under this Agreement, whether pursuant to testamentary disposition, the laws of descent and shall pay to Members’ Representative the amount of, distribution or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchotherwise. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each By the execution and delivery of this Agreement, each Member hereby irrevocably constitutes and appoints Housatonic Equity Investors SBIC, L.P., as his, her or its true and lawful agent and attorney-in-fact (together, the “Members’Representative”), with full power of substitution to act in such Member’s name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement, and to act on such Member’s behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Members’ Representative as its Representative and its true and lawful attorney shall deem necessary or appropriate in factconnection with the transactions contemplated by this Agreement, with full power and authority in its name and on its behalfincluding, without limitation, the power: (i) to act waive any condition to the obligations of such Member to consummate the transactions contemplated by this Agreement; (ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such Members’ behalf in Member which the absolute discretion of Members’ Representative deems necessary or appropriate in connection with respect the consummation of the transactions contemplated by this Agreement; (iii) to all matters relating receive on behalf of, hold in trust and distribute (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, including execution and delivery of any amendment(B) amounts payable by the Members pursuant to Section 1.7), supplement, or modification all amounts payable to such Member under the terms of this Agreement or any Transaction Document and any waiver of Agreement; (iv) to settle any claim or right arising out of this Agreement or the provision of any consent or agreement for indemnification hereunder; and (iiv) in general, to do all things and or refrain from doing any further act or deed on behalf of such Member which the Members’ Representative deems necessary or appropriate in its sole discretion relating to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions subject matter of this Section 6.05Agreement, as fully and completely as such Member could do if personally present. (b) This The appointment and grant of power and authority is the Members’ Representative shall be deemed coupled with an interest and is in consideration shall be irrevocable, and Buyer, its affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the mutual covenants made Members’ Representative on behalf of the Members in all matters referred to herein. All notices delivered by Buyer or the Company (following the Closing) to the Members’ Representative (whether pursuant hereto or otherwise) for the benefit of the Members shall constitute notice to the Members. The Members’ Representative shall act for the Members on all of the matters set forth in this Agreement in the manner the Members’ Representative believes to be in the best interest of the Members and is irrevocable and will consistent with its obligations under this Agreement, but the Members’ Representative shall not be terminated responsible to the Members for any loss or damages it or they may suffer by any act reason of any Member or by operation of law, whether the performance by the death Members’ Representative of its duties under this Agreement, other than loss or incapacity damage arising from willful violation of the law. (c) Each Member agrees to indemnify and hold harmless the Members’ Representative from any Member loss, damage or expense arising from the performance of its duties as the Members’ Representative hereunder, including, without limitation, the cost of legal counsel retained by the occurrence Members’ Representative on behalf of the Members, but excluding any other event. Each Member hereby consents loss or damage arising from willful violation of the law. (d) All actions, decisions and instructions of the Members’ Representative taken, made or given pursuant to the taking of any and all actions and authority granted to the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each 1.8 shall be conclusive and binding upon each Member, and no Member agrees that shall have the right to object, dissent, protest or otherwise contest the same. (e) The provisions of this Section 1.8 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Members to the Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative be binding upon the amount ofexecutors, or reimburse Members’ Representative forheirs, any Loss that Members’ Representative may sufferlegal representatives, sustain, or become subject to as a result successors and assigns of any claim made or threatened against Members’ Representative in his capacity as sucheach such Member. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes of the Members designates Xxxxxxxx Xxxxx Xxxxx and appoints Xxxx X. Xxxxxx III as such Member’s representative (acting together, or either of them acting individually, the “Members’ Representative”) for purposes of this Agreement, and Xxxxxxxx Xxxxx Xxxxx and Xxxx X. Xxxxxx III each agrees to act as the Members’ Representative as its set forth herein. Each of the Members and each of their respective successors shall be deemed to have approved, and shall be bound by, any and all actions taken by the Members’ Representative on their behalf under or otherwise relating to this Agreement and the Transactions as if such actions were expressly ratified and confirmed by each of them. In the event that the Members’ Representative is unable or unwilling to serve or shall resign, a successor Members’ Representative shall be selected by the holders of a majority of the Company Units outstanding immediately prior to the Closing. A Members’ Representative may not resign, except upon thirty (30) days’ prior written notice to the Parent Parties. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Members’ Representative, a successor, if needed, shall be appointed effective immediately thereafter, and the Parent Parties shall be notified promptly of such appointment by such successor Members’ Representative. No resignation, nor any other replacement, of any Members’ Representative is effective against the Parent Parties until selection of a successor and prior written notice to the Parent Parties of such selection. Each successor Members’ Representative shall have all of the power, rights, authority and privileges hereby conferred upon the original Members’ Representative. (b) The Parent Parties shall be entitled to rely upon any communication or writing given or executed by the Members’ Representative on behalf of the Members. All communications or writings to be sent to the Members pursuant to this Agreement may be addressed to the Members’ Representative and its any communication or writing so sent shall be deemed notice to all of the Members hereunder. Each Member hereby consents and agrees that the Members’ Representative is authorized to accept deliveries, including any notice, on behalf of each Member pursuant hereto. (c) The Members’ Representative is hereby appointed and constituted the true and lawful attorney in fact, attorney-in-fact of each Member with full power and authority of substitution in its such Member’s name and on its behalf: (i) such Member’s behalf to act on such Members’ behalf according to the terms of the Transaction Documents in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all acts, acts including executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement, including this Article IX and the other Transaction Documents. This power of attorney and all authority hereby conferred is granted subject to effectuate the provisions interest of this Section 6.05. (b) This appointment the other Members hereunder and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or Member, by operation of lawLaw, whether by the such Member’s death or incapacity of any Member disability, or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that . (d) The Members’ Representative shall not have no obligation or any liability to any Person of the Members for any action taken act done or omitted by hereunder or otherwise in connection with the performance of its duties under this Section 9.7 as the Members’ Representative while acting in good faith, even if taken or omitted negligently, faith and each Member shall indemnify and hold harmless in the exercise of reasonable judgment. The Members’ Representative from, shall be indemnified by the Members for and shall pay to be held harmless against any loss, liability or expense (including any out-of-pocket costs, legal fees and other legal costs) incurred by the Members’ Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case, relating to the amount ofMembers’ Representative’s conduct as Members’ Representative, other than losses, liabilities or reimburse expenses that have been finally determined by a court of competent jurisdiction to result from the Members’ Representative’s fraud in connection with its performance under this Section 9.7. This indemnification shall survive the termination of this Agreement. The Members’ Representative formay, any Loss that Members’ Representative may sufferin all questions arising under this Agreement or the other Transaction Documents, sustainrely on the advice of counsel, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document public accountants or other paper delivered by Members’ Representative as being authorized by Membersindependent experts it reasonably determines to be experienced in the matter at issue, and the Company shall will not be liable to any Member of the Parties or to the Members for anything done, omitted or suffered in good faith by the Members’ Representative in accordance with such advice. In no event shall the Members’ Representative be liable hereunder or under any other Transaction Document for any action taken indirect, punitive, special or omitted to be taken by the Company based on such relianceconsequential damages.

Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunderAgreement; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.055.15. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. 5.15 Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made such action or threatened against omission by Members’ Representative in his capacity as suchunder this Agreement. (c) The Company OHGI shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company OHGI shall not be liable to any Member for any action taken or omitted to be taken by the Company OHGI based on such reliance. (d) Until all obligations under this Agreement shall have been discharged (including all indemnification obligations under Section 10.02), Members who, immediately prior to the Closing, are entitled in the aggregate to receive more than fifty percent (50%) of the Exchange Shares, may, from time to time upon notice to OHGI, appoint a new Members’ Representative upon the death, incapacity, or resignation of Members’ Representative. If, after the death, incapacity, or resignation of Members’ Representative, a successor Members’ Representative shall not have been appointed by Members within fifteen (15) Business Days after a request by OHGI, OHGI may appoint a Members’ Representative from among the Members to fill any vacancy so created by notice of such appointment to Members.

Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative representative and its true and lawful agent and attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder, and including, without limitation, execution and delivery of any certificate, assignment, stock power or other document referenced herein, including those as set forth in Section 2.04; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.0512.12. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.0512.12. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company and Pubco shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and neither the Company nor Pubco shall not be liable to any Member for any action taken or omitted to be taken by the Company or Pubco based on such reliance.

Members’ Representative. (a) Each Member constitutes and of the Members hereby irrevocably appoints the Members’ Representative person designated from time to time under this Section 16.14 as its Representative and its true and lawful attorney in attorney-in-fact, to act as its representative (each, a “Members’ Representative”) under this Agreement and, as such, to act as such Member’s agent (with full power and authority in its name and on its behalf: (iof substitution) to act take any action on such Members’ Member’s behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution Agreement and delivery the transactions contemplated hereby. Xxxxx X. Steel is hereby appointed and hereby accepts his appointment as the initial Members’ Representative (the “Members’ Representative”). Each Member acknowledges that the appointment of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority Members’ Representative herein is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will may not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other eventrevoked. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by The initial Members’ Representative accepts his appointment and authorization to act as attorney-in-fact and agent of the Members. (b) The initial Members’ Representative will serve as the Members’ Representative until the earlier of his resignation or removal (with or without cause) by the Members holding a majority of the membership interests of Seller as of the date hereof (which majority may include the membership interests of the then-current Members’ Representative) (a “Majority of the Members”). Upon the resignation or removal of the initial Members’ Representative, a Majority of the Members will select a new Members’ Representative who may resign or be removed or replaced (with or without cause) by a Majority of the Members. Each time a new Members’ Representative is appointed pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative Agreement, such representative will accept such position in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchwriting. (c) The Company shall A Majority of the Members will notify Buyer promptly in writing of each change of the Members’ Representative. Until Buyer receives the foregoing written notice, Buyer will be entitled to assume that the person acting as the Members’ Representative is still the duly authorized Members’ Representative. Buyer will be entitled to rely upon as being binding upon each Member any document agreement, document, certificate or other paper delivered instrument reasonably believed by Buyer to have been executed by the Members’ Representative as being authorized by MembersRepresentative, and the Company shall Buyer will not be liable to any Member for any action taken or omitted to be taken in such reliance, or otherwise in reliance upon the instructions or directions given, or actions taken, by the Company Members’ Representative that are contemplated or permitted to be given or taken thereby by the terms of this Agreement. (d) In furtherance of the appointment of the Members’ Representative herein made, each Member, fully and without restriction: (i) agrees to be bound by all notices received and agreements and determinations made by and documents executed and delivered by the Members’ Representative under this Agreement, and (ii) authorizes the Members’ Representative to [a] deliver to Buyer all certificates and documents to be delivered to Buyer by the Members pursuant to this Agreement, together with any certificates and documents executed by the Members and deposited with the Members’ Representative for such purpose, [b] dispute or refrain from disputing any claim made by Buyer under this Agreement, [c] negotiate and compromise any dispute which may arise under this Agreement, [d] pay any amounts due Buyer under this Agreement, [e] exercise or refrain from exercising any remedies available to the Members under this Agreement, [f] sign any releases or other documents with respect to any such dispute or remedy, [g] waive any condition contained in this Agreement, [h] give such instructions and do such other things and refrain from doing such other things as the Members’ Representative, in his sole discretion, deems necessary or appropriate to carry out the provisions of this Agreement, [i] receive all amounts payable by Buyer to the Members hereunder on behalf of the Members and, subject to clauses [j], [k] and [l] below, pay to each Member each Member’s Pro Rata Share of such amounts, [j] pay out of funds coming into the hands of the Members’ Representative from Buyer, all fees and expenses of the Members incurred in connection with the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of counsel, accountants, brokers and other professional advisors retained by or on behalf of the Members, or any of them, in connection with such transactions, [k] retain such counsel, accountants and other professional advisors as the Members’ Representative reasonably deems necessary to assist him in the performance of his duties hereunder and pay the fees, costs and expenses thereof out of the funds coming into the hands of the Members’ Representative, and [l] retain out of funds coming into the hands of the Members’ Representative from Buyer such amounts as the Members’ Representative, in his sole discretion, deems appropriate to be held as reserves for expected or potential future expenses or liabilities of the Members hereunder and pay such amounts to such parties as he deems appropriate. Payments made by the Members’ Representative under clauses [d], [j] and [k] above shall be considered to be paid by the Members based on such reliancetheir respective Pro Rata Shares. (e) The Members, jointly and severally, agree to indemnify the Members’ Representative and to hold him harmless against any and all loss, liability or expense incurred without bad faith on the part of the Members’ Representative and arising out of or in connection with his duties as the Members’ Representative, including the reasonable costs and expenses incurred by the Members’ Representative in defending against any claim or liability in connection herewith.

Members’ Representative. (a) Each Member hereby irrevocably constitutes and appoints the Members’ Representative Mainsail Partners II, L.P. as his, her or its Representative and its sole, exclusive, true and lawful attorney in factagent and attorney-in-fact (the “Members’ Representative”), with full power and authority in its name and on its behalf: (i) of substitution to act on in such Members’ behalf in the absolute discretion of Members’ Representative Member’s name, place and stead with respect to all matters relating to this Agreement, including execution transactions contemplated by and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document all terms and any waiver of any claim or right arising out provisions of this Agreement or the provision of Escrow Agreement, and to act on such Member’s behalf in any consent dispute, litigation or agreement hereunderarbitration involving this Agreement or the Escrow Agreement (other than claims against an individual Member under Section 6.1(c)), and to do or refrain from doing all such further acts and things, and execute all such documents on such Member’s behalf, as the Members’ Representative deems necessary or appropriate in connection with the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to execute and deliver this Agreement and any and all amendments, waivers or modifications hereof; and (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 behalf of such Member that the Members’ Representative deems necessary or appropriate in generalconnection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) to receive on behalf of, and to distribute (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, and (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 all things and or refrain from doing any further act or deed on behalf of such Member as is assigned, delegated or charged to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by the Members’ Representative or deemed advisable that the Members’ Representative otherwise deems necessary or appropriate in its sole discretion relating to effectuate the provisions subject matter of this Agreement, as fully and completely as such Member could do if personally present. All such actions set forth or described in this Section 6.051.11(a) will be deemed to be facts ascertainable outside this Agreement and will be binding on the Members. (b) This The appointment and grant of power and authority the Members’ Representative is deemed coupled with an interest and is in consideration will be irrevocable, and Purchaser, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the mutual covenants made Members’ Representative on behalf of the Members in all matters referred to herein. All notices delivered by Purchaser or the Company (following the Closing) to the Members’ Representative (whether pursuant hereto or otherwise) for the benefit of the Members will constitute notice to the Members. The Members’ Representative will act for the Members on all of the matters set forth in this Agreement in the manner the Members’ Representative believes to be in the best interest of the Members as a whole and is irrevocable and consistent with its obligations under this Agreement, but the Members’ Representative will not be terminated responsible to the Members for any loss or damages it or they may suffer by any act reason of any Member or by operation of law, whether the performance by the death Members’ Representative of its duties under this Agreement, other than loss or incapacity of any Member or damage arising from fraud by the occurrence Members’ Representative. (c) If the Members’ Representative resigns or is otherwise similarly unable to carry out its duties hereunder, then the Members who held greater than 51% of any other event. Each Member hereby consents the Units immediately prior to the taking of Closing (the “Requisite Members”) will, within five Business Days, appoint a new Members’ Representative. The Requisite Members may at any and all actions time, for any reason or no reason, remove the Members’ Representative. If at any time there is not a Members’ Representative and the making Members fail to designate in writing a successor Members’ Representative within five Business Days after receipt of any a written request delivered by Purchaser to the Requisite Members requesting that a successor Members’ Representative be designated in writing, then Purchaser may petition a court of competent jurisdiction to appoint a new Members’ Representative hereunder. (d) All actions, decisions required and instructions of the Members’ Representative taken, made or permitted given pursuant to be taken or made by the authority granted to the Members’ Representative pursuant to this Section 6.051.11 will be conclusive and binding upon each Member, and no Member will have the right to object, dissent, protest or otherwise contest the same. Each Member agrees that Members’ Representative shall Member, by the execution and delivery of this Agreement, will be deemed to have no obligation or liability to any Person for approved, confirmed and ratified any action taken or omitted by the Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless the exercise of the power-of-attorney granted to the Members’ Representative frompursuant to this Section 1.11, which power-of-attorney, being coupled with an interest, is irrevocable and shall pay to will survive the death, incapacity or incompetence of each such Member. (e) The Members’ Representative will not be liable to the amount of, Members for any act done or reimburse omitted hereunder in its capacity as the Members’ Representative forunless caused by fraud by the Members’ Representative. The Members’ Representative will not have any fiduciary, agency or other duties to the Members and its only obligations will be as expressly set forth in this Agreement. The Members’ Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any Loss of the obligations of the Members hereunder, and Purchaser and the Company agree that they will not look to the underlying assets of the Members’ Representative for the satisfaction of any obligations of the Members (or any of them). The Members will severally, in accordance with their respective Pro Rata Portions (and not jointly), indemnify and defend the Members’ Representative and hold the Members’ Representative on demand harmless against any damages incurred by the Members’ Representative and arising out of or in connection with the acceptance, performance or administration of the Members’ Representative duties hereunder or under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel, accountants, auditors and other advisors retained by the Members’ Representative, which rights will survive the resignation or removal of the Members’ Representative. The Members’ Representative will be entitled to retain its own counsel and other professional advisers in connection with the acceptance, performance or administration of the Members’ Representative’s duties hereunder or under the Escrow Agreement or the exercise of any of the Members’ Representative’s rights hereunder, and will further be entitled to withdraw from the Contingency Amount the amount of any fees and expenses of such counsel and professionals. In the event of any ambiguity or uncertainty hereunder, the Members’ Representative may, in its sole and reasonable discretion, refrain from taking any action, unless the Members’ Representative receives written instructions, signed by the Requisite Members, that eliminate such ambiguity or uncertainty. (f) If (i) the Members’ Representative elects (1) to assume and control the defense and/or management of any Third Party Claim at the expense of Members in accordance with Section 6.1(f) hereof or (2) to take any other action under this Agreement or the Escrow Agreement that may require the payment of amounts out of the Contingency Amount, including for any attorneys, accountants, auditors or other advisors, and (ii) the Members’ Representative’s good faith estimate of the reasonable expenses to be incurred by of the Members’ Representative in connection with any such action exceeds the balance of the Contingency Amount, the Members’ Representative may sufferrefrain from taking any such action until such time as the Members’ Representative, sustainupon seven days’ notice to the Members, or become subject to as a result receives written commitments signed by the Requisite Members for payment of any claim made or threatened against such expenses, in which case all Members will pay their Pro Rata Portion of such estimated expenses. Any such initial notice by the Members’ Representative to the Members will include a statement of the balance of the Contingency Amount, the good faith estimate of the reasonable expenses to be incurred by the Members’ Representative, the amount by which the estimated expenses to be incurred exceed the balance of the Contingency Amount, and each Member’s Pro Rata Portion of such excess expense amount. Each Member will deliver its Pro Rata Portion of any excess expense amount by wire transfer of immediately available funds, using the wire instructions identified in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by such initial notice, no later than ten days following the date on which the Members’ Representative as being authorized by Members, and gives such Member notice of the Company shall not be liable to any Member for any action taken or omitted to be taken receipt of commitments signed by the Company Requisite Members for payment of such excess expenses; provided, however, that no Member will be required to make any payments, individually or in the aggregate, pursuant to this Section 1.11(f) in excess of the Purchase Price previously received by such Member. Any amounts thus paid will increase the balance of the Contingency Amount. The Members’ Representative may invest the Contingency Amount as it determines in its discretion. Any amounts released from the Contingency Amount will be released to each Member based on such relianceMember’s Pro Rata Portion of any remaining amount of the Contingency Amount.

Members’ Representative. a. For purposes of (ai) Each Member constitutes negotiating and appoints settling, on behalf of the Members, any dispute that arises under this Agreement or the CVR Agreement after the Effective Time, (ii) accepting delivery of notices hereunder to the Members after the Effective Time, (iii) confirming the satisfaction of Parent’s obligations under the CVR Agreement, including receiving and reviewing the certificates and/or reports to be provided to the Members’ Representative as its Representative thereunder and its true (iv) negotiating and lawful attorney in factsettling matters with respect to the amounts to be paid to the holders of CVRs pursuant to the CVR Agreement, Xxxxxx Xxxxxx is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the Members and holders of CVRs (the “Members’ Representative”), with full power of substitution, to make all decisions and authority in its name determinations and on its behalf: (i) to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent for such Members’ behalf Members or holders of CVRs at any time in connection with, and that may be necessary or appropriate to accomplish the absolute discretion intent and implement the provisions of this Agreement and the CVR Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Members’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Members’ Representative shall have the power to take any of the following actions on behalf of the Members: to give and receive notices, communications and consents under this Agreement and the CVR Agreement on behalf of the Members and holders of CVRs; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and arbitration forums with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right disputes arising out of under this Agreement or the provision of any consent or agreement hereunderCVR Agreement; and 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 (ii) , in general, to do any and all things and to perform take any and all actsaction that the Members’ Representative, including executing in Members’ Representative’s sole and delivering all agreementsabsolute discretion, certificates, receipts, instructions, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 6.8. b. The appointment of the Members’ Representative by each Member and other instruments contemplated holder of CVRs by or deemed advisable to effectuate the provisions Members’ collective adoption of this Section 6.05. (b) This appointment and grant of power and authority Agreement is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will may not be terminated by any act of any Member revoked in whole or by operation of law, whether by in part (including upon the death or incapacity of any Member or by member). Such appointment shall be binding upon the occurrence heirs, executors, administrators, estates, personal representatives, officers, directors, security holders, successors and assigns of any other eventeach Member. Each Member hereby consents to All decisions of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligentlybe final and binding on all of the Members and holders of CVRs, and each no Member or holder of CVRs, shall indemnify and hold harmless Members’ Representative fromhave the right to object, and shall pay to Members’ Representative dissent, protest or otherwise contest the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company same. Parent shall be entitled to rely upon upon, without independent investigation, any document act, notice, instruction or other paper delivered by communication from the Members’ Representative as being authorized and any document executed by the Members, and the Company shall not be liable to ’ Representative on behalf of any Member for or holder of CVRs and shall be fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon by Parent absent willful misconduct by Parent. The Members’ Representative shall not be responsible for any Loss suffered by the Members or holders of CVRs arising out of any act done or omitted by the Members’ Representative in connection with the acceptance or administration of the Members’ Representative’s duties hereunder, unless such act or omission involves gross negligence or willful misconduct. c. In the event that the Members’ Representative dies, becomes unable to perform the Members’ Representative’s responsibilities hereunder or resigns from such position, the holders of at least 50.1% of the then outstanding CVRs shall be authorized to and shall select another representative reasonably acceptable to Parent to fill such vacancy and such substituted representative shall be deemed to be the Members’ Representative for all purposes of this Agreement and the CVR Agreement. The newly-appointed Members’ Representative shall notify Parent, the Surviving Company based on and any other appropriate Person in writing of his or her appointment and provide appropriate contact information for purposes of this Agreement and the CVR Agreement. Parent shall be entitled to rely upon, without independent investigation, the identity and validity of such reliancenewly-appointed Members’ Representative as set forth in such written notice. If for any reason there is no Members’ Representative at any time, all references herein to the Members’ Representative shall be deemed to refer to all of the Members. d. The Members’ Representative shall serve without compensation.

Members’ Representative. (a) Each Member constitutes and appoints In connection with the Recapitalization, the Members shall appoint the Members’ Representative as its Representative agent and its true and lawful attorney in fact, fact (with the full power and authority in its name of substitution) for and on its behalf: behalf of the Members to (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 act on 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 compromises of, assume the defense of any Proceedings, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Members’ behalf Proceedings, and to take all actions necessary or appropriate in the absolute discretion judgment of the Members’ Representative with respect for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) make any determinations and settle any matters related to all any Tax matters relating pursuant to Article VII, (vii) administer, pay out, deduct, hold back or redirect any funds (including any Earnout Voting Shares and/or Member Earnout 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 execution Section 2.5 and delivery of Article VII or (B) any amendmentcosts, supplementfees, or modification of 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 necessary or any Transaction Document and any waiver appropriate in the judgment of any claim or right arising out the Members’ Representative on behalf of the Members in connection with this Agreement or and the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05Ancillary Agreements. (b) This appointment The Members’ Representative, or any successor hereafter appointed, may resign at any time by written notice to the Buyer. Any change in the Members’ Representative will become effective upon notice to the Buyer in accordance with this Section 10.3. All power, authority, rights and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made privileges conferred in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant will apply to this Section 6.05. Each Member agrees that any successor Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchRepresentative. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall will not be liable to any Member for any action act done or omitted under this Agreement as Members’ Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. The Buyer agrees that it will not look to the assets of the Members’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the BioTE Companies. In performing any of its duties under this Agreement or any Ancillary Agreements, the Members’ Representative will not be liable to the Members for any losses that any such Person may incur as a result of any act, or failure to act, by the Members’ Representative under this Agreement or any Ancillary Agreements, and the Members’ Representative will be indemnified and held harmless by the Company based on such reliancefor all losses, except to the extent that the actions or omissions of the Members’ Representative constituted fraud, gross negligence or willful misconduct. The limitation of liability provisions of this Section 10.3(c) will survive the termination of this Agreement and the resignation of the Members’ Representative. (d) The Buyer shall be entitled to rely exclusively upon any notices and other acts of the Members’ Representative relating to the Members’ rights and obligations hereunder as being legally binding acts of each Member individually and collectively.

Members’ Representative. (a) Each Member constitutes and appoints designates the Members’ Representative as 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 taken by the Members’ Representative on their behalf under or otherwise relating to this Agreement and its the other documents contemplated hereby and the transactions contemplated hereunder and thereunder as if such actions were expressly ratified and confirmed by each of 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 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 the Buyer has been notified thereof. Each successor Members’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Members’ Representative. (b) The Buyer shall be entitled to rely upon any actions, communication or writings taken, given or executed by the Members’ Representative on behalf of the Members. All communications or writings to be sent to the Members pursuant to this Agreement may be addressed to the Members’ Representative, and any communication or writing so sent shall be deemed notice to all of the Members hereunder. The adoption, approval and execution of this Agreement by the Members shall constitute the consent and agreement of each Member that the Members’ Representative is authorized to accept deliveries, including any notice, on behalf of each Member. (c) The Members’ Representative is hereby appointed and constituted the true and lawful attorney in factattorney-in-fact of each Member, with full power and authority of substitution in its such Member’s name and on its behalf: (i) such Member’s behalf to act on such Members’ behalf according to the terms of this Agreement and the other documents contemplated hereby in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all acts, acts including executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement and the other documents contemplated hereby, including ARTICLE VIII, and retain the Members’ Representative Holdback Amount, which the Members’ Representative shall maintain in a separate account and pay amounts therefrom in accordance with this Agreement; provided, however, that the Members’ Representative will have no obligation to effectuate act on behalf of the provisions Members, except as expressly provided herein. In connection with the carrying out of this Section 6.05. (b) its duties, the Members’ Representative shall have the full and complete authority to incur reasonable expenses and engage counsel, advisors and experts. This appointment power of attorney and grant all authority hereby conferred is granted subject to the interest of power the other Members hereunder and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or by operation of lawLaw, whether by the such Member’s death or incapacity of any Member disability or by the occurrence of any other event. (d) The Members’ Representative hereby acknowledges and agrees to serve as the Members’ Representative in accordance with the applicable terms hereof and to be bound by such terms. (e) The Members’ Representative shall not by virtue of this Agreement or the transactions contemplated hereby have a fiduciary relationship in respect of any Member, except in respect of amounts received on behalf of such Member. Each Member hereby consents The Members’ Representative will incur no liability to the taking Members of any kind with respect to any action or omission by the Members’ Representative in connection with the Members’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Members’ Representative’s gross negligence or willful misconduct. The Members’ Representative shall not be liable to the Members for any action or omission pursuant to the advice of counsel. The Members will indemnify, defend and hold harmless the Members’ Representative from and against any and all actions Damages arising out of or in connection with the Members’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Damages are suffered or incurred; provided that in the event that any such Damages are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Members’ Representative, the Members’ Representative will reimburse the Members the amount of such indemnified Damage to the extent attributable to such gross negligence or willful misconduct. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided by the Members to the Members’ Representative under this Section 8.9. The foregoing indemnities will survive the Closing, the resignation or removal of the Members’ Representative or the termination of this Agreement in accordance with its terms. (f) If the Members’ Representative Holdback Amount is insufficient to reimburse the Members’ Representative in full, the Members acknowledge and agree that the Members’ Representative may instruct the Escrow Agent, when making any payments to the Members pursuant to this Agreement, to direct to the Members’ Representative sufficient funds from such payments to the Members to pay the amount of any decisions required such shortfall to the Members’ Representative. Such payment to the Members’ Representative shall be deducted from the funds otherwise being directed to the Members, and allocated among the Members in accordance with each Member’s Pro Rata Percentage. (g) At any time, the Members’ Representative, in its sole discretion, may determine to release all or permitted a portion of the Members’ Representative Holdback Amount and any other funds paid to be taken or made by the Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability 8.9(f) to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliancein accordance with each Member’s Pro Rata Percentage.

Members’ Representative. (a) Each Member constitutes The Members hereby constitute and appoints the appoint Chander as their representative (“Members’ Representative as its Representative and its true and lawful attorney in factRepresentative”), with full power and authority in its name each of their names and on its behalfbehalf of each of them: (i) to act on such Members’ behalf of each of the Members in the absolute discretion of the Members’ Representative with respect to all matters relating to provisions of this Agreement, including execution the power to act in connection with Section 1.2, Section 1.3, Section 1.5 and delivery of Article 7 hereof and any amendment, supplement, or modification of this Agreement matter as to which each or any Transaction Document of the Members, jointly and severally, have obligations or are indemnified under Article 7 hereof, and with respect to any waiver of any claim notices, instructions or right arising out of this Agreement or the provision of any consent or agreement directions hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05Agreement. (b) Any action, request, decision or resolution to be made by the Members under this Agreement shall only be made by and through the Members’ Representative. The Members’ Representative may be replaced by the Members at any time on five (5) days written notice to Buyer signed by each of the Members. Any such action, request, decision or resolution made by the Members’ Representative shall be deemed to be the action, request, decision or resolution of the Members, individually and collectively. (c) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and herein and, other than as set forth above, is irrevocable and will shall not be terminated by any act of any Member the Members or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member of the Members hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchAgreement. (cd) The Company Buyer shall be entitled to rely upon any document or other paper delivered by the Members’ Representative as being authorized (i) genuine and correct and (ii) having been duly signed or sent by the Members’ Representative, and the Company Buyer shall not be liable to any Member of the Members for any action taken or omitted to be taken by the Company based on Buyer in such reliance.

Members’ Representative. (a) Each Member constitutes From and appoints after the date hereof, Members’ Representative will act as its Representative the representative of Members, and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) will be authorized to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things Members and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of take any and all actions and the making of any decisions required or permitted to be taken by Members under this Agreement and any other transaction document in connection with the Agreement, including, without limitation, any actions with respect to (i) any claims for indemnification or made (ii) any amendments to this Agreement; and (iii) any other actions to be taken by Members’ Representative pursuant to the terms of this Section 6.05Agreement or any other transaction document in connection with the Agreement. Each Member agrees that The execution of this Agreement by Members will constitute approval of the appointment of Members’ Representative shall have no obligation and all actions of Members’ Representative pursuant to this Agreement and any other transaction document in connection with the Agreement. In all matters Members’ obligations are joint and several, Members’ Representative will be the only Party entitled to assert the rights of Members. Members will be bound by all actions or liability to any Person for any action inactions taken or omitted by Members’ Representative in good faithhis, even if taken her or omitted negligently, and each Member shall indemnify and hold harmless its capacity thereof. Members’ Representative fromwill, and shall pay to at all times, act in his, her or its capacity as Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss in a manner that Members’ Representative may suffer, sustain, or become subject reasonably believes to as a result be in the best interest of any claim made or threatened against Members. Neither Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon nor any document of its directors, managers, officers, agents or other paper delivered by Members’ Representative as being authorized by Membersemployees, and the Company shall not if any, will be liable to any Member for any error of judgment, or any action taken taken, suffered or omitted to be taken under this Agreement or any other transaction document in connection with this Agreement, except in the case of its bad faith, fraud, or willful misconduct. Members’ Representative may consult with legal counsel, independent public accountants and other experts selected by it, the reasonable fees and expenses of which advisors will be paid by Members. Each Member hereby agrees to the following: (i) In all matters in which action by a Member and/or Members’ Representative is required or permitted, Members’ Representative is authorized to act on behalf of such Member, notwithstanding any dispute or disagreement among Members or between any Member and Members’ Representative, and Buyer, Australis and their Affiliates and representatives will be entitled to rely on any and all action taken by Members’ Representative under this Agreement or any other transaction document in connection with this Agreement, without any liability to, or obligation to inquire of, any Member, notwithstanding any knowledge on the part of Member, Australis or their Affiliates or representatives of any such dispute or disagreement. (ii) Delivery of all documents, agreements, disclosure schedules and other information required to be delivered to Members under this Agreement may be made to Members’ Representative on behalf of Members and upon delivery to Members’ Representative will be deemed delivered to all Members for purposes of this Agreement. (iii) Notice to Members’ Representative, delivered in the manner provided in above, will be deemed to be notice to all Members for purposes of this Agreement. (iv) The power and authority of Members’ Representative, as described in this Agreement, will continue in force until all rights and obligations of Members under this Agreement or any other transaction document in connection with the Agreement have terminated, expired or been fully performed. (v) A majority-in-interest of Members (based on their Pro Rata Shares) will have the right, exercisable from time to time upon written notice delivered to Members’ Representative, Buyer and Australis, to appoint a Person (or, in the case of a Member that is a corporation, partnership, limited liability company or trust, an officer, manager, employee or partner of such Member) to fill a vacancy caused by the Company based on such reliancedeath, or resignation of Members’ Representative.

Members’ Representative. (a) Each Member constitutes Txxxxx X. Xxxxxx is hereby appointed as the Members’ true and appoints lawful representative, proxy, agent and attorney-in-fact (the “Members’ Representative”) for a term that shall be continuing and indefinite and without a termination date except as otherwise provided herein, to act for and on behalf of the Members in connection with or relating to the Transaction Documents and the Contemplated Transactions, including, without limitation, to give and receive notices and communications, to receive and accept service of legal process in connection with any proceeding arising under the Transaction Documents or in connection with the Contemplated Transactions, receive and deliver amounts comprising the Purchase Consideration, to authorize delivery of stock from each of the Escrow Accounts, to object to or accept any claims against or on behalf of the Members pursuant to ARTICLE IX, 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 amounts or claims, and to take all actions necessary or appropriate in the sole opinion of the Members’ Representative as its Representative for the accomplishment of the foregoing. Such agency may be changed at any time and its true from time to time by the action of Members holding more than fifty percent (50%) of the issued and lawful attorney in factoutstanding Membership Interests just prior to the Closing, with full power and authority in its name and on its behalf: shall become effective upon not less than thirty (i30) days prior written notice to act on such Members’ behalf FAAC. Any change in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and shall become effective only upon delivery of any amendmentwritten notice of such change to FAAC. The Members’ Representative shall not receive compensation for his or her services. Notices, supplement, deliveries or modification of this Agreement communications to or any Transaction Document and any waiver of any claim or right arising out of this Agreement or from the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated Members’ Representative by or deemed advisable to effectuate any of the provisions of this Section 6.05parties to the Transaction Documents shall constitute notices, deliveries or communications to or from the Members. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will The Members’ Representative shall not be terminated by liable for any act done or omitted hereunder in his capacity as Members’ Representative in the absence of any Member gross negligence or by operation of law, whether by willful misconduct on his or her part. The Members shall jointly and severally indemnify the death or incapacity of any Member or by Members’ Representative and hold the occurrence of any other event. Each Member hereby consents to the taking of Members’ Representative harmless from and against any and all actions damages, actions, proceedings, demands, liabilities, losses, taxes, fines, penalties, costs, claims and the making expenses (including, without limitation, reasonable fees of counsel) of any decisions required kind or permitted to nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) (“Damages”) that may be sustained or suffered by the Members’ Representative in connection with the administration of its duties hereunder, except where such Damages arise from or are the result of the Members’ Representative’s gross negligence or willful misconduct. (c) Any decision, act, consent or instruction taken or made given by the Members’ Representative pursuant to this Section 6.05Agreement shall be and constitute a decision, act, consent or instruction of the Members and shall be final, binding and conclusive upon the Members. Each Member agrees that The Escrow Agent and FAAC may rely upon any such decision, act, consent or instruction of the Members’ Representative as being the decision, act, consent or instruction of the Members and shall have no obligation or duty to inquire as to the acts and omissions of the Members’ Representative. The Escrow Agent and FAAC are hereby relieved from any liability to any Person for any action taken acts done by them in accordance with such decision, act, consent or omitted by instruction of the Members’ Representative. (d) Notices given to the Members’ Representative in good faith, even if taken or omitted negligently, and each Member accordance with Section 11.2 shall indemnify and hold harmless Members’ Representative from, and shall pay constitute notice to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchMembers for all purposes under this Agreement. (ce) The Company This Section 2.6 shall be entitled to rely upon survive the termination or expiration of the Agreement or any document one or other paper delivered by Members’ Representative as being authorized by Members, and more of the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such relianceEscrow Agreements.

Members’ Representative. The Members appoint Richard Wolfe as the Member representative (a) Each "Member constitutes Representative"). Xxx Xxxxxr Representative is hereby is appointed, authorized, and appoints empowered to act on behalf of the Members’ Representative as its Representative , in connection with, and its true to facilitate the consummation of, the transactions and lawful attorney in factconnection with the activities to be performed on the Members' behalf under this Agreement, for the purposes and with full the powers and authority set forth in this Section 1.13 and in the Escrow Agreement, which will include the power and authority in its name and on its behalf: authority: (i) to act 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 desirable to give effect to the intentions of this Agreement, including, without limitation, Section 1.6 and the Escrow Agreement; (ii) as the Member Representative deems necessary are desirable, to enforce and protect the Members' rights and interests and to enforce and protect the Members' rights and interests arising out of or under or in any manner relating to this Agreement and the Escrow Agreement and, in connection therewith, to (A) assert any claim or institute any action, (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 Members’ terms as the Member Representative will determine to be appropriate, give receipts, releases and discharges on behalf in the absolute discretion of Members’ Representative all or any Members with respect to all matters relating any such action, (C) file any proofs, debts, claims and petitions as the Member Representative may deem advisable or necessary, (D) settle or compromise any claims related to the transactions contemplated by this Agreement, including execution and delivery of it being understood that the Member Representative will not have any amendment, supplement, or modification of this Agreement or obligation to take any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionssuch actions, and other instruments contemplated by or deemed advisable will not have liability for any failure to effectuate take any such action; and (iii) to effect and enforce the provisions appropriate release of the stock escrowed under the Escrow Agreement. The grant of authority provided for in this Section 6.05. (b) This appointment and grant of power and authority 1.13 is coupled with an interest and is being granted, in consideration of part, as an inducement to the mutual covenants made in Purchaser and Members to enter into this Agreement and is to the Members to approve the transactions contemplated hereby, and will be irrevocable and will not be terminated by any act survive the death, incompetency, bankruptcy or liquidation of any Member and will be binding on any successor thereto. In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or by operation documents relating thereto, and in exercising or failing to exercise all or any of lawthe powers conferred upon the Member Representative hereunder or thereunder, whether by (i) the death or incapacity Member Representative will not assume any, and will incur no, liability whatsoever to any Member because of any Member error in judgment or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required act or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken omission performed or omitted by Members’ Representative hereunder or in good faith, even if taken connection with this Agreement or omitted negligentlythe Escrow Agreement, and each (ii) the Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall will be entitled to rely upon any document on the advice of counsel, public accountants or other paper delivered by Members’ Representative as being authorized by Membersindependent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Company shall Member Representative pursuant to such advice will not be liable subject the Member Representative to liability to Purchaser, Access Integrated, or any Member for any action taken or omitted to be taken by the Company based on such relianceother Person.

Members’ Representative. (a) Each Member constitutes Member, by signing this Agreement, designates Xxxxxxxxx Xxxx-Xxxxxxxxx or, in the event that Xxxxxxxxx Xxxx-Xxxxxxxxx is unable or unwilling to serve, Xxxxxx Xxxxx, to be the "Members' Representative" for purposes of this Agreement and appoints the Escrow Agreement, and each of them accepts his or her appointment as the Members’ Representative as its ' Representative and its covenants to act in accordance with the provisions of this Agreement and the Escrow Agreement applicable to the Members' Representative, and such Person's execution of this Agreement and the Escrow Agreement in her or his capacity as a Member shall also constitute such Person's execution and delivery of the relevant Agreement in the capacity of Members' Representative. The Members shall be bound by any and all actions taken by the Members' Representative on their behalf. (b) The Purchaser and Luminant shall be entitled to rely upon any communication or writings given or executed by the Members' Representative. All notices to be sent to Members pursuant to this Agreement and the Escrow Agreement may be addressed to the Members' Representative and any notice so sent shall be deemed notice to all of the Members hereunder. The Members hereby consent and agree that the Members' Representative is authorized to accept notice on behalf of the Members pursuant hereto. (c) Each Member hereby appoints and constitutes the Members' Representative and her or his successor such Member's true and lawful attorney in attorney-in-fact, with full power and authority in its his or her name and on its behalf: (i) his or her behalf to act on such Members’ behalf according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Members’ Representative with respect to all matters relating to this Agreement, including execution ' Representative; and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, general to do all things and to perform all actsacts including, including without limitation, executing and delivering all agreements, certificates, receipts, instructions, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. This power of attorney and all authority hereby conferred is granted subject to effectuate the provisions interest of this Section 6.05. (b) This appointment the other Members hereunder and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made in this Agreement herein, and is shall be irrevocable and will shall not be terminated by any act of any Member or Member, by operation of law, whether by the such Member's death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes The Seller and appoints the Members hereby irrevocably constitute and appoint the Members’ Representative as its Representative and its their true and lawful attorney in fact, attorney-in-fact and agent with full power and authority in its name and on its behalf: of substitution to: (i) receive the payment of the Purchase Price hereunder; (ii) do and perform each and every act and thing necessary and requisite to act be done on such Members’ their behalf in to consummate the absolute discretion transactions contemplated by this Agreement; (iii) accept on behalf of Members’ Representative with respect the Seller and Members service of process and any notices required to be served on Seller or any Member; (iv) execute on behalf of Seller or any Member any amendment or waiver hereto; and (v) take all matters relating actions to be taken by the Seller or Members under this Agreement, including execution to deliver notices to be served on Buyer by any such party and delivery to control the defense and settlement of any amendment, supplement, and all claims for indemnification by any Buyer Parties against Seller or modification any Members under Article X of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05Agreement. (b) This appointment Seller and grant each Member hereby agrees that: (i) in all matters in which action by the Members’ Representative is required or permitted, the Members’ Representative is authorized to act on behalf of the Seller and the Members, notwithstanding any dispute or disagreement among any of the Seller or any of the Members, and any Buyer Party shall be entitled to rely on any and all action taken by the Members’ Representative under this Agreement without any liability to, or obligation to inquire of, any of the Seller or Members, notwithstanding any knowledge on the part of any Buyer Party of any such dispute or disagreement; (ii) notice to the Members’ Representative, delivered in the manner provided in Section 12.3, shall be deemed to be notice to Seller and all Members for the purposes of this Agreement; (iii) the power and authority is coupled with an interest and is in consideration of the mutual covenants made Members’ Representative, as described in this Agreement, shall continue in full force until all rights and obligations of the Seller and Members under this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation terminated, expired or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchbeen fully performed. (c) The Company Seller and each Member agrees that, notwithstanding the foregoing, at the request of Buyer, Seller or such Member shall be entitled take all actions necessary or appropriate to rely upon any consummate the transaction contemplated hereby individually on Seller’s or such Member’s own behalf, and delivery of each and every document required of Seller or other paper delivered by such Member pursuant to the terms hereof. (d) In the event that the Members’ Representative as being authorized by dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, then a majority in Percentage Interests of the Members shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Members, ’ Representative for all purposes of this Agreement and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliancedocuments delivered pursuant hereto.

Members’ Representative. (a) Each 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 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 constitutes 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 appoints 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 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 identity of the substituted agent. Notwithstanding the foregoing, the Members’ Representative may resign at any time by providing written notice of intent to resign to the 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 Escrow Funds. No bond shall be required of the Members’ Representative, and the Members’ Representative shall not receive any compensation for its services. The Members’ Representative hereby designates each of Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxx as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) the Members’ Representative’s duly authorized representatives to act on such Members’ behalf in of the absolute discretion of Members’ Representative with respect to all matters relating actions to this Agreement, including execution be taken by the Members’ Representative herewith. Each Company Member and delivery the Members’ Representative hereby collectively agree that Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxx have the authority to act on behalf of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsMembers’ Representative, and other instruments contemplated by or deemed advisable Parent shall be entitled to effectuate rely on the provisions full power and authority of this Section 6.05(A) Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxx to act hereunder on behalf of the Members’ Representative, and (B) the Members’ Representative to act hereunder on behalf of the Company Members. (b) This appointment The Members’ Representative represents and grant warrants to Parent and Merger Sub as of the date hereof and as of the Effective Time the following: (i) the Members’ Representative has all requisite corporate power and authority is coupled with an interest and is in consideration of the mutual covenants made in to enter into this Agreement and is irrevocable the other agreements listed as exhibits hereto executed in connection with the transactions contemplated hereby, and will not be terminated to consummate the transactions contemplated for its consummation hereby and thereby, (ii) the execution and delivery of this Agreement and any other agreements executed in connection with the transactions contemplated hereby, has been duly authorized by any act all necessary action on the part of any Member or by operation of lawthe Members’ Representative, whether (iii) this Agreement has been duly executed and delivered by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that and, assuming due execution and delivery by the Company, Parent and Merger Sub, constitutes a valid and binding obligation of the Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Representative, enforceable against the Members’ Representative in good faithaccordance with its terms, even if taken except (A) as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Legal Requirements affecting the rights of creditors generally and general equitable principles (whether considered in a proceeding in equity or omitted negligentlyat law), and each Member shall indemnify (B) as the remedy of specific performance and hold harmless Members’ Representative from, injunctive and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative other forms of equitable relief may suffer, sustain, or become be subject to as equitable defenses and to the discretion of a result court of competent jurisdiction before which any claim made or threatened against Members’ Representative in his capacity as suchproceeding may be brought. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to for any Member for act done or omitted hereunder as Members’ Representative while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the part of such Members’ Representative. The Members’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Members’ Representative may engage attorneys, accountants and other professionals and experts. The Members’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken or omitted to be taken by the Company Members’ Representative based on such reliancereliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Company Members shall indemnify the Members’ Representative and hold the Members’ Representative harmless against any loss, liability or expense incurred on the part of the Members’ Representative (so long as the Members’ Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Members’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel, accountant, consultant or other service provider retained by the Members’ Representative (the “Members’ Representative Expenses”). The Members’ Representative Expenses shall be reimbursed (i) in the first instance, from the Members’ Representative Fund and (ii) following such time as no funds remain in the Members’ Representative Fund, from the Indemnity Escrow Fund. A decision, act, consent or instruction of the Members’ Representative, including (i) any notice of disagreement or any written resolution of any such disagreement given in accordance with Section 1.10 and (ii) an amendment, extension or waiver of this Agreement pursuant to Sections 8.4 or 8.5 hereof, shall constitute a decision of the Company Members and shall be final, binding and conclusive upon the Company Members. (d) There shall be a “Members’ Representative Amount” equal to U.S.$150,000 of the Aggregate Merger Consideration (that concurrently with the Effective Time and without any act of any Company Member or holder of Company Options, Parent shall deposit in the Members’ Representative Fund), which shall be withheld, as provided for in Section 1.7(b) hereof, from the payments made to, and will be available for possible payment from time to time as further contemplated by this Article VII to, the Company Members and holders of Vested Company Options, as the case may be, pursuant to the terms of this Agreement. At the Closing, the portion of the Members’ Representative Amount potentially payable to each Company Member and holder of Vested Company Options shall be calculated and recorded. (e) The deposit of the Members’ Representative Amount (together with interest and other income thereon) shall constitute the Members’ Representative fund (the “Members’ Representative Fund”), which shall be available to reimburse the Members’ Representative for the Members’ Representative Expenses from time to time as they are reasonably incurred. Until the end of the Members’ Representative Period and the resolution of all pending claims related thereto, the Members’ Representative shall have the right to recover Members’ Representative Expenses from the Members’ Representative Fund prior to any distribution of the Members’ Representative Amount to the Company Members and/or holders of Vested Company Options, and from time to time as Members’ Representative Expenses are reasonably incurred, the Members’ Representative shall deliver to the Escrow Agent a certificate setting forth the Members’ Representative Expenses actually incurred. (f) The Members’ Representative Fund shall terminate promptly following the reimbursement of any Members’ Representative Expenses associated with the final resolution of any claims and/or disputes with respect to the Escrow Funds after the end of the later of (i) the Second Indemnity Escrow Release Date or (ii) the ECT Direct Loss Determination Date (the “Members’ Representative Period”). Upon the termination of the Members’ Representative Period, the remaining amount of cash in the Members’ Representative Fund (together with interest and other income thereon) shall be deposited with the Exchange Agent for distribution to the Company Members and holders of Vested Company Options in accordance with Section 1.6 and Section 1.7 hereof. Deliveries from the Members’ Representative Fund to the Company Members and/or holders of Vested Company Options, as applicable, pursuant to this Section 7.9(f) and the Escrow Agreement shall be made in proportion to their respective Pro Rata Portion of the remaining Members’ Representative Fund, with each amount rounded to the nearest whole cent (U.S.$0.01).

Members’ Representative. (a) Each Member constitutes Catalyst/Hall Growth Capital Management Co., LLC, and appoints a designee of the Investor upon consummation of the Investor Recapitalization (such person or persons and any successor or successors being collectively, each or either or both, the “Members’ Representative”) shall act as the representative of the Members’ Representative as its Representative , and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) shall be authorized to act on such Members’ behalf in of the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things Members and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of take any and all actions and the making of any decisions required or permitted to be taken or by the Members’ Representative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article X and with respect to any actions to 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 judgment of the Members’ Representative for the accomplishment of the foregoing). In all matters relating to this Section 6.05. Each Member agrees that 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 no obligation the right to change either one or liability 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 any Person for any action person serving as a Members’ Representative must be a Member or employed by a Member. (b) The Members shall be bound by all actions taken or omitted by the Members’ Representative in good faithhis, even her or its capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Members’ Representative shall promptly, and in any event within five (5) business days, provide written notice to the Members of any action taken on behalf of them by the Members’ Representative pursuant to the authority delegated to the Members’ Representative under this Section 10.05. The Members’ Representative shall at all times act in his or her capacity as Members’ Representative in a manner that the Members’ Representative believes to be in the best interest of the Members. Neither the Members’ Representative nor any of its directors, officers, agents or employees, if taken any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted negligentlyto be taken under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Members’ Representative may consult with legal counsel, independent public accountants and each other experts selected by it. The Members’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Members’ Representative shall not exercise any discretion or take any action. (c) Each Member shall indemnify and hold harmless and reimburse the Members’ Representative fromfrom and against such Member’s ratable share of any and all liabilities, and shall pay to losses, damages, claims, costs or expenses suffered or incurred by the Members’ Representative the amount of, arising out of or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for resulting from any action taken or omitted to be taken by the Members’ Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Members’ Representative’s gross negligence, bad faith or willful misconduct. (d) Notwithstanding anything to the contrary herein or in the Escrow Agreement, the Members’ Representative is not authorized to, and shall not, accept on behalf of any Member any merger consideration to which such Member is entitled under this Agreement and the Members’ Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company based on or Parent now or hereafter owned of record or beneficially by any Member unless the Members’ Representative is expressly authorized to do so in a writing signed by such relianceMember.

Members’ Representative. Xxxxxxx X. XxXxxxxx, or if he shall be unable or unwilling at any time to so serve, Xxxxx Xxxxxxxxx (a) Each Member constitutes and appoints the Members’ Representative as its Representative and its true and lawful attorney in "Alternative Representative"), is hereby irrevocably appointed attorney-in-fact, and authorized and empowered to act, for and on behalf of any of all of the Members (with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf of substitution in the absolute discretion premises) in connection with the indemnity provisions of Members’ Representative with respect Article VIII as they relate to all matters relating to the Members generally, the Exchange Consideration Adjustment provisions of SECTION 2.6, Article VII, the notice provisions of this Agreement, including execution the determination of the satisfaction or waiver of the Closing conditions of Article VI and delivery of such other matters (other than any amendment, supplement, amendment or modification of this Agreement or any Transaction Document and any waiver Agreement) as are reasonably necessary for the consummation of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and transactions contemplated hereby (ii) in generalthe above-named representative together with the Alternate Representative being referred to herein as the "Members' Representative"). By his execution hereof, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This Xxxxxxx X. XxXxxxxx hereby accepts such appointment and grant agrees to act as the Members' Representative hereunder. WHI and its representatives and agents shall be entitled to rely on such appointment and treat such Members' Representative as the duly appointed attorney-in-fact of power each 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 an interest and interest, it being understood that the willingness of WHI to enter into this Agreement is based, in consideration part, on the appointment of a representative to act on behalf of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other eventMembers. Each Member, for such Member and for such Member's successors and assigns, hereby consents agrees to indemnify the taking of Members' Representative, and to hold the Members' Representative harmless from, any and all actions and forbearances that the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ ' Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative take in his capacity as such, except for such actions and forbearances as constitute gross negligence or willful misconduct on the part of the Members' Representative. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each The Member constitutes and each of the Holdings Members hereby appoints the Members’ Representative Art Xxxxxxxxx as its Representative and its true and lawful attorney in factattorney-in-fact and agent (the “Member’s Representative”), with full power of substitution or resubstitution, to act solely and authority exclusively on behalf of the Member and each of the Holdings Members with respect to the transactions contemplated by this Agreement and to act on behalf of the Member and each of the Holdings Members in its name any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and on its behalfthings, and to execute all such documents (including without limitation the Escrow Agreement) as the Member’s Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the power: (i) to act on such Members’ behalf for the Member and each of the Holdings Members with regard to matters pertaining to indemnification referred to in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution the power to compromise any indemnity claim on behalf of the Member and delivery each of the Holdings Members; (ii) to act for the Member and each of the Holdings Members with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Member’s Representative deems necessary or appropriate; (iv) to receive funds, make payments of funds, and give receipts for funds; (v) to receive funds for the payment of expenses of the Member and each of the Holdings Members and apply such funds in payment for such expenses; (vi) to do or refrain from doing any amendment, supplement, further act or modification deed on behalf of the Member and each of the Holdings Members that the Member’s Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or any Transaction Document as fully and any waiver completely as the Member and each of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunderHoldings Members could do if personally present; and (iivii) to receive service of process in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of connection with any claims under this Section 6.05Agreement. (b) This The appointment and grant of power and authority is the Member’s Representative shall be deemed coupled with an interest and is in consideration shall be irrevocable, and Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the mutual covenants Member’s Representative in all matters referred to herein. Any action taken by the Member’s Representative must be in writing and must be signed by the Member’s Representative. All notices required to be made or delivered by Buyer to the Company and the Member and each of the Holdings Members described above shall be made to the Member’s Representative for the benefit of the Member and each of the Holdings Members and shall discharge in full all notice requirements of Buyer, as applicable, to the Member and each of the Holdings Members with respect thereto. By appointment of the Member’s Representative, the Member and each of the DB1/65207936.19 Holdings Members thereby confirm all that the Member’s Representative shall do or cause to be done by virtue of his appointment as the representative of the Member and each of the Holdings Members hereunder. The Member’s Representative shall act for the Member and each of the Holdings Members on all of the matters set forth in this Agreement in the manner the Member’s Representative believes to be in the best interest of the Member and is irrevocable each of the Holdings Members and will consistent with the obligations of the Member and each of the Holdings Members under this Agreement, but the Member’s Representative shall not be terminated by any act of any responsible to the Member or by operation any of law, whether the Holdings Members for any damages which the Member or any of the Holdings Members may suffer by the death performance of such duties under this Agreement, other than damages arising from willful violation of applicable Law or incapacity gross negligence in the performance of such duties under this Agreement. The Member’s Representative shall not have any Member duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Member’s Representative. The Member’s Representative Fund shall be used to pay expenses incurred by the occurrence of any other eventMember’s Representative. Each Member hereby consents The Member’s Representative is authorized to replenish the Member’s Representative Fund with funds that would otherwise be distributed from the Escrow Funds to the taking Member’s Representative for distribution to the Member, if at that time there have been expenditures from the Member’s Representative Fund or if the Member’s Representative in his discretion believes it necessary to maintain or increase the Member’s Representative Fund at that time. Any portion of any the Member’s Representative Fund not expended at the termination of the Escrow Agreement shall be distributed promptly by the Member’s Representative to the Member. The Member and each of the Holdings Members hereby agrees (i) to reimburse the Member’s Representative for all actions out-of-pocket costs and expenses incurred by the making of any decisions required or permitted to be taken or made by Members’ Member’s Representative pursuant to under this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation or liability to any Person Agreement, including fees for any action taken attorneys or omitted by Members’ Representative in good faith, even if taken or omitted negligentlyother representative he may employ, and each Member shall (ii) to indemnify and hold harmless Members’ Representative and defend the Member’s Representative, his agents and assigns against all Liabilities, claims, actions, damages, Losses and expenses (including, without limitation, legal and other professional fees and expenses, and litigation costs) of any kind (whether known or unknown, fixed or contingent) arising out of or in connection with (A) the Member’s Representative’s omissions to act, or actions taken, resulting from, and shall pay to Members’ Representative the amount arising out of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustainincurred in connection with, or become subject otherwise with respect to as a result this Agreement, or (B) services taken with respect to this Agreement or reasonably believed to be in the scope of any claim made or threatened against Members’ Representative in his capacity as suchthe Member’s Representative. (c) In the event that Art Xxxxxxxxx dies, becomes legally incapacitated or resigns from his position as Member’s Representative, Xxxx Xxxxxx shall be the replacement Member’s Representative and deemed to be the Member’s Representative for all purposes of this Agreement. (d) The Company Member’s Representative shall be entitled to rely rely, and shall be fully protected in relying, upon any document statements furnished to it by the Member and each of the Holdings Members, Buyer or any other paper delivered evidence deemed by Members’ the Member’s Representative to be reliable, and the Member’s Representative shall be entitled to act on the advice of counsel selected by it. The Member’s Representative shall be fully justified in failing or refusing to take any action under this Agreement unless he shall have received such advice or concurrence of the Member and each of the Holdings Members as being authorized he deems appropriate or he shall have been expressly DB1/65207936.19 indemnified to his satisfaction by the Member and each of the Holdings Members against any and all Liability and expense that the Member’s Representative may incur by reason of taking or continuing to take any such action. The Member’s Representative shall in all cases be fully protected in acting, or refraining from acting, under this Agreement in accordance with a request of the Member and each of the Holdings Members, and the Company shall not be liable to any Member for such request, and any action taken or omitted failure to act pursuant thereto, shall be taken by binding upon the Company based on such relianceMember and each of the Holdings Members.

Members’ Representative. (a) Each Member constitutes and of the Members, by such Member’s execution of this Agreement or a Joinder Agreement, hereby irrevocably appoints the Members’ Representative as agent and attorney in fact for the Company and such Member, and authorizes the Members’ Representative (i) to take all action necessary to consummate the transactions contemplated by this Agreement and the Escrow Agreement, including, without limitation, to vote Units to effect the conversion of the Company to a corporation if the Members’ Representative determines such action is advisable (in the Members’ Representative’s sole discretion), or the defense and/or settlement of any claims for which such Member may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Member Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary for the Purchaser to exercise its rights under Section 1.7 or ARTICLE X, (iv) to make decisions on behalf of the Company and such Member and take any and all additional action as is contemplated to be taken by or on behalf of such Member by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Member Related Agreements, and (C) the Future Product Payments. (b) All decisions and actions by the Members’ Representative, including without limitation (i) any agreement between the Members’ Representative and its true the Purchaser relating to the defense or settlement of any claims for which the Members may be required to indemnify the Purchaser pursuant to ARTICLE X, and lawful attorney (ii) any agreement between the Members’ Representative and the Purchaser relating to the Escrow Agreement or the determination of the Specified Indebtedness Amount under Section 1.7 or any other matter relating to ARTICLE I or the Future Product Payments, shall be binding upon all of the Members, and no Member shall have the right to object, dissent, protest or otherwise contest the same. (c) The Members’ Representative shall not have any liability to any of the parties to this Agreement or to the Members for any act done or omitted pursuant to this Agreement as the Members’ Representative while acting in factgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Members shall severally indemnify the Members’ Representative and hold the Members’ Representative harmless against any loss, liability or expense incurred without fraud or bad faith on the part of the Members’ Representative and arising out of or in connection with the acceptance or administration of the Members’ Representative’s duties under this Agreement. (d) The Members’ Representative shall have full power and authority on behalf of each Member to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Members under this Agreement, the Escrow Agreement and the Member Related Agreements. (e) Each of the Members, by such Member’s execution of this Agreement or a Joinder Agreement, agrees, in its name and on its behalfaddition to the foregoing, that: (i) the Purchaser shall be entitled to act rely conclusively on such Members’ behalf in the absolute discretion instructions and decisions of the Members’ Representative with respect as to all matters relating to this Agreement, including execution and delivery (A) the settlement of any amendmentclaims for indemnification by the Purchaser pursuant to ARTICLE X, supplement(B) actions taken in respect of indemnification claims, or modification Direct Claims, Third-Party Claims, Notices of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or Claims, the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsSpecified Indebtedness Amount, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. Future Product Payments, and (bC) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Members’ Representative pursuant to under this Section 6.05. Each Agreement, the Escrow Agreement and any Member agrees that Related Agreement, and no Member shall have any cause of action against the Purchaser for any action taken by the Purchaser in reliance upon the instructions or decisions of the Members’ Representative; (ii) all actions, decisions and instructions of the Members’ Representative shall be conclusive and binding upon the Company and all of the Members and no Member shall have no obligation or liability to any Person cause of action against the Members’ Representative for any action taken taken, decision made or omitted instruction given by the Members’ Representative under this Agreement or the Escrow Agreement except for fraud or willful misconduct by the Members’ Representative in good faithconnection with the matters described in this ARTICLE XI; and (iii) the provisions of this ARTICLE XI are independent and severable, even if taken are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or omitted negligentlyremedies that any Member may have in connection with the transactions contemplated by this Agreement, the Escrow Agreement and the Member Related Agreements. (f) The provisions of this ARTICLE XI shall be binding upon the executors, heirs, legal Representatives, personal Representatives, successor trustees and successors of each Stockholder, and each Member any reference in this Agreement or the Escrow Agreement to a Stockholder or the Stockholders shall indemnify mean and hold harmless include the successors to the rights of the Stockholders under this Agreement, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (g) The Members’ Representative fromwill initially be Xxxxxx X. Xxxxxxxx, and shall pay to but may be changed at any time by a vote of Members’ Representative representing greater than 50% of the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchPurchased Interests. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes and appoints the Members’ Representative as its Representative and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents irrevocably appoints Seller (herein called the “Members’ Representative”) as the agent and attorney-in-fact respectively of each such Member to the taking of take any and all actions and the making of any decisions action required or permitted to be taken by such Member under the terms of this Agreement, including without limiting the generality of the foregoing, the right to receive and pay funds on behalf of such Member, to waive, modify or made by Members’ Representative pursuant amend any of the terms of this Agreement in any respect, whether or not material, and to settle indemnification claims or any disputed matters arising under this Section 6.05Agreement or any agreement executed in connection herewith. Each Member agrees that to be bound by any and all actions taken by the Members’ Representative shall have no obligation on his or liability its behalf. All obligations of Buyer to make any delivery or payment to any Person 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 respect of any and all liabilities, 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 Members’ Representative. Buyer shall be entitled to rely exclusively and completely upon any communications given by the Members’ Representative on behalf of any Member, and shall not be liable for any action taken or omitted by not taken in reliance upon the Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless nor have any duty to inquire as to whether the Members’ Representative from, and shall pay to Members’ Representative has received any consent of the amount of, Members (or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative them) described in his capacity as such. (c) The Company this Section. Buyer shall be entitled to rely upon disregard any document notices or other paper delivered 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 as being authorized by hereunder is irrevocable and coupled with an interest. Notwithstanding the appointment of the Members’ Representative hereunder, Buyer may require the written concurrence of Seller and the Company shall not be liable any or all Members to any Member for any action taken or omitted to be taken by the Company based on such reliancehereunder.

Members’ Representative. (ai) Each Member constitutes of the Members hereby designates and appoints Marc Smith as the Members’ ' Representative for purposxx xx xxxx Agreement and Marc Smith hereby accepts such designation and appointment and agrees to act as its the Members' Representative for all purposes of this Agreement. The Members' Representative is hereby exclusive authorized after the Agreement Date to take such action as the Members' Representative deems necessary, appropriate or convenient to perform the actions contemplated by this Agreement and its true any other actions reasonably related thereto. Without limiting the generality of the foregoing, the Members' Representative is hereby specifically authorized (A) to assert claims, make demands and lawful attorney in factcommence actions on behalf of the Members under the Transaction Documents, with full power and authority in its name and on its behalf: (iB) to act on such Members’ behalf of the Members in connection with this Agreement and the absolute discretion of Members’ Representative Consideration Agreement, (C) to negotiate and compromise any dispute which may arise under, and exercise or refrain from exercising remedies available to the Members under, the Transaction documents, and to sign any releases or other documents with respect to such dispute or remedy (and to bind the Members in so doing); (D) to retain and compensate attorneys, accountants and other professionals or consultants to assist in perform its duties hereunder; (E) to give such instructions and do such other things and refrain from doing such things as it shall deem appropriate to carry out the provisions of the Transaction documents, (F) to give any and all matters relating consents and notices under the Transaction Documents and (G) to perform all actions, exercise all powers, and fulfill all duties otherwise assigned to it under this Agreement, including execution . The authorization of the Members' Representative contained herein shall be irrevocable and delivery effective until the rights and obligations of any amendment, supplement, or modification of this Agreement or any the Members under the Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision of any consent or agreement hereunder; andDocuments terminate. (ii) in general, The Members' Representative is hereby granted the sole and exclusive authority to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority is coupled with an interest and is in consideration act on behalf of the mutual covenants made Members in this respect of all matters arising under or in connection with the Transaction documents after the Agreement Date, notwithstanding any dispute or disagreement among the Members and is irrevocable and will not be terminated by any act of any no Member or by operation of law, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation any authority to act unilaterally or liability independently of the Members' Representative in respect to any Person for any action taken or omitted by Members’ Representative in good faithsuch matter. Merger Sub, even if taken or omitted negligently, the Company and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as such. (c) The Company WEB shall be entitled to rely upon on any document and all actions taken by the Members' Representative under the Transaction Documents without any liability to, or other paper delivered by obligation to inquire of, any of the Members’ Representative as being . Any person is hereby expressly authorized by to rely on the genuineness of the signatures of the Members' Representative, and upon receipt of any writing which reasonably appears to have been signed by the Members' Representative. Merger Sub, the Company and WEB and any other person may act upon the same without any further duty of inquiry as to the genuineness of the writing. (iii) In the event the Members' Representative dies, becomes disabled for more than twenty (20) days, or is unable or unwilling to serve in such capacity, Members representing fifty percent (50%) or more of the Members' interests in the Company as of the Agreement Date may, by executing a written consent to such effect, appoint any one or more of the Members to act as the Members' Representative for all purposes under this Agreement, with such appointment to take immediate effect. If at any time the Members' Representative consists of more than one natural person, all of the decisions of the Members' Representative shall not be liable made by the unanimous consent of all such natural persons. (iv) Each Member hereby agrees to indemnify, save and hold harmless the Members' Representative from any Member for and all costs, expenses, fees (including reasonable attorneys' fees), damages, awards or liabilities of any action kind or nature ("Costs") in respect of any and all actions, of any kind or nature, taken or omitted by the Members' Representative in connection with this Agreement, the Transaction Documents and any and all ancillary documents related thereto, including, but not limited to, the distribution of any proceeds entitled to be received by the Members hereunder, or the failure of the Members' Representative to receive any of the benefits under this Agreement, the Transaction Documents, or any ancillary documents related thereto. The Members agree that in the event the Members' Representative shall be called upon to initiate or defend any administrative, judicial or legal proceeding in connection with this Agreement, the Transaction Documents, or any documents ancillary thereto, the Members shall reimburse the Members' Representative for all Costs in accordance with their respective ownership ratio of Membership Interests at the time of the execution of this Agreement. Furthermore, the Members' Representative shall be entitled to seek advancement of legal fees from the Members necessary to defend or pursue any administrative, judicial or legal proceeding required hereunder to carry out the intent of this Agreement, the Transaction Documents, or any documents ancillary thereto. In the event any Member, who shall have executed this Agreement, shall fail to honor any of the provisions contained in this Section 7(f)(iv), those Members who are called upon to contribute in excess of their pro rata share of any Costs relating to actions taken by or against the Company based on Members' Representative, shall be entitled to seek contributions from such reliance.non-contributing Member, including any costs and expenses incurred to collect same

Members’ Representative. (a) Each By virtue of the adoption 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 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 ARTICLE 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 to engage and employ agents and representatives and to 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 Member constitutes to take any action or provide any waiver, or receive any notice with respect to the purchase price adjustments pursuant to Section 2.8 and appoints under the Escrow Agreement, any claims for indemnification under ARTICLE X and under the Escrow Agreement, and to settle any claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made 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 such Member’s individual capacity, and no Members shall have the right to object, dissent, protest or otherwise contest the same. The foregoing Members’ Representative’s agency may be changed solely by the Members holding a majority of the Unit Votes (if such change is being effected after the Closing, by the Persons who were Members holding a majority of the Unit Votes as of immediately prior to the Closing) from time to time upon not less than five (5) days prior written notice to Parent. (b) The appointment of the Members’ Representative as its Representative and its true and lawful each Member’s attorney-in-fact revokes any power of attorney in fact, with full power and authority in its name and on its behalf: (i) heretofore granted that authorized any other Person or Persons to represent or act on behalf of such Members’ behalf in the absolute discretion of Members’ Representative Member with respect regard to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement or any Transaction Document and any waiver of any claim or right arising out of this Agreement or the provision Escrow Agreement. The appointment of any consent or agreement hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 6.05. (b) This appointment and grant of power and authority Members’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and is in consideration irrevocable. The obligations of the mutual covenants made in each Member pursuant to this Agreement and is irrevocable and (i) will not be terminated by any act of any Member or otherwise affected by operation of law, whether or subsequent death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Member or any proceeding in connection therewith, or in the case of a trust, by the death or incapacity of any Member trustee or by trustees or the occurrence termination of such trust, or any other event. Each Member , and (ii) shall survive the delivery of an assignment by any Members of the whole or any fraction of its interest in any payment due to it under this Agreement. (c) The Members’ Representative hereby consents accepts the foregoing appointment and agrees to serve as Members’ Representative, subject to the taking provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Members, in accordance with Exhibit G, of fees and expenses incurred by the Members’ Representative in its capacity as such. The Company and the Members’ Representative will, at least two (2) Business Days prior to the Closing Date, direct, by joint written notice(s) to Parent, that on the Closing Date an amount equal to FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) (the “Members’ Representative Holdback”), shall be paid directly to the Members’ Representative as designated in such notice, as a fund for the fees and expenses of the Members’ Representative incurred in connection with this Agreement and the Escrow Agreement (the “Members’ Representative Holdback Account”), with any balance of the Members’ Representative Holdback Account not used for such purposes (as determined by the Members’ Representative in good faith), plus any interest earned thereon, to be paid by the Members’ Representative to the Members, allocable to the Members in accordance with Exhibit G. (d) For all purposes of this Agreement and the Escrow Agreement, to the fullest extent permitted by law, Parent shall be entitled to rely conclusively on the instructions and decisions of the Members’ Representative as to the settlement of any claims for indemnification by any Parent Indemnitee pursuant to ARTICLE X and all actions under the Escrow Agreement and the making determination of any decisions adjustment pursuant to Section 2.8 and under the Escrow Agreement, or any other actions required or permitted to be taken or made by the Members’ Representative pursuant to this Section 6.05. Each Member agrees that hereunder or under the Escrow Agreement or in connection with any of the transactions and other matters contemplated hereby or thereby. (e) To the fullest extent permitted by law, the Members’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have no obligation or any liability to the Members whatsoever with respect to its actions, decisions and determinations, and shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the Members. (f) To the fullest extent permitted by law, the Members’ Representative shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. To the fullest extent permitted by law, the Members’ Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. To the fullest extent permitted by law, the Members’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Members’ Representative on behalf of that party unless written notice to the contrary is delivered to the Members’ Representative. (g) The Members’ Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement or the Escrow Agreement and shall, to the fullest extent permitted by law, not be liable for any action taken or omitted by it in good faith in accordance with such advice. (h) Parent hereby agrees that the Members’ Representative shall not, in good faithits capacity as such, even if taken have any liability to Parent whatsoever with respect to its actions, decisions or omitted negligentlydeterminations. The rights, powers and each Member shall indemnify and hold harmless benefits of the Members’ Representative from, and under this Agreement shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, survive any Loss that Members’ Representative may suffer, sustain, or become subject to as a result termination of any claim made or threatened against Members’ Representative in his capacity as suchthis Agreement. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.

Members’ Representative. (a) Each Member constitutes and hereby irrevocably appoints the Members’ Members Representative as its Representative agent and its true attorney-in-fact for each such Member, for and lawful attorney in facton behalf of each such Member, with full power and authority in its name to represent each Member and on its behalf: (i) to act on such Members’ behalf in the absolute discretion of Members’ Representative Member’s successors and assigns with respect to all matters relating arising under this Agreement and the Ancillary Agreements, with the exception of the Non-Competition Agreements and the Employment Agreements to which the Members Representative is not a party, and all actions taken by the Members 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 generality of the foregoing, the Members Representative has full power and authority, on behalf of each Member and such Member’s successors and assigns, to interpret the terms and provisions of this Agreement, including execution and delivery of to dispute or fail to dispute any amendment, supplement, or modification of Liability Claim under this Agreement or such Ancillary Agreements, to negotiate and compromise any Transaction Document dispute that may arise under this Agreement or such Ancillary Agreements and to sign any waiver releases or other documents with respect to any such dispute. A Member will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Members Representative signs on behalf of such Member. All decisions, actions and instructions by the Members Representative, including the defense or 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 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 is not binding on, or enforceable against, the Members. Buyer has the right arising out to rely conclusively on the instructions and decisions of this Agreement or the provision Members Representative as to the settlement of any consent claims for indemnification by Buyer pursuant to this Article 8 hereof, or agreement any other actions required to be taken by the Members Representative hereunder; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated no party hereunder will have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or deemed advisable to effectuate decisions of the provisions Members Representative. The appointment of this Section 6.05. (b) This appointment and grant of power and authority 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 consideration 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 mutual covenants made Members Representative (or successor thereto). The provisions of this Section 8.5 are binding upon the executors, heirs, legal representatives and successors of each Member, and any references in this Agreement and is irrevocable and will not be terminated by any act of any to a Member or by operation of lawthe Members means and includes the successors to the Members’ rights hereunder, whether by the death or incapacity of any Member or by the occurrence of any other event. Each Member hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Members’ Representative pursuant to this Section 6.05. Each Member agrees that Members’ Representative shall have no obligation testamentary disposition, the laws of descent and distribution or liability to any Person for any action taken or omitted by Members’ Representative in good faith, even if taken or omitted negligently, and each Member shall indemnify and hold harmless Members’ Representative from, and shall pay to Members’ Representative the amount of, or reimburse Members’ Representative for, any Loss that Members’ Representative may suffer, sustain, or become subject to as a result of any claim made or threatened against Members’ Representative in his capacity as suchotherwise. (c) The Company shall be entitled to rely upon any document or other paper delivered by Members’ Representative as being authorized by Members, and the Company shall not be liable to any Member for any action taken or omitted to be taken by the Company based on such reliance.