Common use of Representative Clause in Contracts

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution Each of the Letter Shareholders approves the designation of Transmittal and/or Option Surrender Agreement, approval -------------- and designates Xxxxx Xxxxxxxx the representative of the Merger Shareholders (the "Representative") and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent for and on behalf of each Shareholder with respect to the Company Equityholders in connection with the transactions contemplated by certification of Closing Stockholders' Equity under Section 1.5 hereof and claims for indemnification under this Agreement Article VIII and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, taking by the Representative is authorized of any and all actions and the making of any decisions required or permitted to do or refrain from doing all further acts and things, and to execute all such documents as be taken by the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in under this Agreement, shall have including, without limitation, the exercise of the power and authority to: : (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viiia) agree to, negotiate, enter into settlements and compromises of of, demand arbitration of, and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for indemnification made by the Buyer under Article VIIto, such claims; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to take all actions necessary in the terms and conditions judgment of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes accomplishment of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementforegoing. The Representative will hold these funds separate from its corporate fundshave authority and power to act on behalf of each Shareholder with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Company Equityholders shall not receive interest or other earnings on amounts in Shareholders will be bound by all actions taken and documents executed by the Representative Expense Amount in connection with Article VIII, and the Company Equityholders irrevocably transfer and assign DoveBid will be entitled to the Representative rely on any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations action or advice. The Representative shall have no responsibility or liability for any loss of principal decision of the Representative Expense Amount other than as a result of its gross negligence or willful misconductRepresentative. As soon as practicable following In performing the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under functions specified in this Agreement, the Representative will not be liable to any Shareholder in the absence of gross negligence or willful misconduct on the part of the Representative. The Shareholders shall distribute severally indemnify the Representative Account Payment (if any) to and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, part of the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time arising out of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative Expense Amountin connection with actions taken by the Representative pursuant to the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Shareholders to the Representative pro rata in proportion to their respective percentage equity interests in the Company.

Representative. (a) By their execution Each Stockholder hereby designates and appoints (and each permitted Transferee of each such Stockholder is hereby deemed to have so designated and appointed) Chairman Stockholder (the “Representative”), as its attorney-in-fact with full power of substitution, to serve as the representative of such Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Stockholder (including the voting of the Letter Subject Shares in accordance with Sections 4(a) and 4(b)), and hereby acknowledges that the Representative shall be authorized to take any action so required, authorized or contemplated by this Agreement. Each such Stockholder further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of Transmittal and/or Option Surrender Agreement, approval such Stockholder. Each such Stockholder hereby authorizes (and each such Permitted Transferee of such Stockholder shall be deemed to have authorized) the Merger and adoption of this Agreement and/or their acceptance of other parties hereto to disregard any consideration notices or other action taken by such Stockholder pursuant to this Agreement, except for notices and actions taken by the Company Equityholders hereby appoint Representative. Oracle is and will be entitled to rely on any action so taken or any notice given by the Representative as and is and will be entitled and authorized to give notices only to the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions Representative for any notice contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received to any such Stockholder. A successor to the Representative may be chosen by a majority in interest of the Stockholders; provided that notice thereof is given by the Company Equityholders under this Agreement; (vii) give any written direction new Representative to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow AgreementOracle. (b) All decisions Notwithstanding the generality of Section 6(a), each Stockholder hereby constitutes and actions by appoints the Representative shall be binding upon all Company Equityholderswith full power of substitution, as the proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law and attorney of such Stockholder, and no Company Equityholder shall have hereby authorizes and empowers the right Representative to objectrepresent, dissentvote and otherwise act (by voting at any meeting of the Stockholders of the Company, protest by written consent in lieu thereof or otherwise contest the same. (cotherwise) Subject with respect to the terms Subject Shares owned or held by such Stockholder regarding the matters referred to in Sections 4(a) and conditions 4(b) until the termination of this Agreement, upon the Closing, the Buyer shall wire to the Representative same extent and with the Representative Expense Amount same effect as such Stockholder might or could do under applicable law, rules and regulations. The proxy granted pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account immediately preceding sentence is coupled with an interest and shall be used for the purposes irrevocable. Each Stockholder hereby revokes any and all previous proxies or powers of paying directly, or reimbursing the Representative for, attorney granted with respect to any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence Subject Shares owned or willful misconduct. As soon as practicable following held by such Stockholder regarding the later of (imatters referred to in Sections 4(a) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount4(b).

Representative. (a) By their execution The Funds are not partners or co-venturers, and all obligations of each Fund under this Agreement are several. No Fund shall be responsible for or in any way liable for the acts or omissions, representations or agreements of, or shall be authorized to act for, any other Fund. In its capacity, the Agent is a “representative” of the Letter of Transmittal and/or Option Surrender Agreement, approval Funds within the meaning of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant term “secured party” as defined in the UCC. Each Fund authorizes the Agent to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent enter into each of the Company Equityholders in connection with Collateral Documents and the transactions Intercreditor Agreement to which it is a party and to take all actions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreementsuch documents. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, Each Fund agrees that no Fund shall have the power right individually to seek to realize upon the security granted by any Collateral Document, it being understood and authority to: (i) act agreed that such rights and remedies may be exercised solely by the Agent for the Company Equityholders with regard to all matters pertaining to this Agreement and benefit of the Escrow Agreement; including, employ, obtain and rely Funds upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance terms of the duties Collateral Documents at the direction of the Representative; (ii) act Majority Funds. If Collateral is hereafter pledged by any Person as collateral security for the Company Equityholders Obligations, the Agent is hereby authorized, and hereby granted a power of attorney, to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems Funds any Fund Documents necessary or appropriate to grant and perfect a Lien on such Collateral in its discretion relating favor of or for the benefit of the Agent, on behalf of Funds. The Funds hereby irrevocably authorize the Agent, to release any Liens granted to or for the subject matter benefit of this Agreement the Agent by the Obligors or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present;any of their Subsidiaries on any Collateral: (via) give upon payment in full of the Obligations (other than contingent obligations not due and receive all notices required payable); or (b) that is sold or to be given sold concurrently as part of or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims sale permitted under this Agreement and the Escrow Agreement. Fund Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (bother than those expressly being released) All decisions and actions upon (or obligations of the Obligors in respect of) all interests retained by the Representative Obligors, including the proceeds of any sale, all of which shall be binding upon all Company Equityholders, and no Company Equityholder shall have continue to constitute part of the right to object, dissent, protest or otherwise contest Collateral. Upon request by the same. (c) Subject to the terms and conditions of this Agreement, upon the ClosingAgent at any time, the Buyer shall wire Majority Funds will confirm in writing the Agent’s authority to the Representative the Representative Expense Amount release particular types or items of Collateral pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amounthereto.

Representative. (a) By their execution Each of the Letter Shareholders approves the designation of Transmittal and/or Option Surrender Agreement, approval of the Merger -------------- and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint designates the Representative as the representative, representative of the Shareholders and as the attorney-in-fact and agent for and on behalf of each Shareholder with respect to the Company Equityholders in connection with the transactions contemplated by certification of Closing Stockholders' Equity and Closing Cash under Section 1.4 hereof and claims for indemnification under this Agreement Article VIII and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, taking by the Representative is authorized of any and all actions and the making of any decisions required or permitted to do or refrain from doing all further acts and things, and to execute all such documents as be taken by the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in under this Agreement, shall have including, without limitation, the exercise of the power and authority to: : (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viiia) agree to, negotiate, enter into settlements and compromises of of, demand arbitration of, and comply with arbitration orders of courts and awards of arbitrators with respect to, such claims; (b) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and court orders (c) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have authority and power to act on behalf of each Shareholder with respect to the disposition, settlement or other handling of all claims for indemnification made under Article VIII and all rights or obligations arising under Article VIII. Shareholders will be bound by all actions taken and documents executed by the Buyer under Article VII; and (ix) receive service of process Representative in connection with Article VIII, and DoveBid will be entitled to rely on any claims under action or decision of the Representative. In performing the functions specified in this Agreement Agreement, the Representative will not be liable to any Shareholder in the absence of gross negligence or willful misconduct on the part of the Representative. Shareholders shall severally indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Escrow Agreement. (b) All decisions part of the Representative and actions arising out of or in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative shall in connection with actions taken by the Representative pursuant to the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be binding upon all Company Equityholders, and no Company Equityholder paid by Shareholders to the Representative pro rata in proportion to their respective percentage equity interests in the Company. The Shareholders shall have the right to object, dissent, protest or otherwise contest the samereplace Xxxx Xxxxx as Representative by another representative by written notice in accordance with Section 10.6 below. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution Effective upon the receipt by the Company of the Letter of Transmittal and/or Option Surrender AgreementRequisite Stockholder Approval, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders each Stockholder hereby appoint irrevocably constitutes and appoints the Representative as the representative, true and lawful agent and attorney-in-fact and agent of the Company Equityholders Stockholders, for and on behalf of the Stockholders, with full power of substitution and authority to act in connection the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement and Agreement, to act on behalf of the Escrow Agreement and Stockholders in any litigation or arbitration involving this Agreement and/or Agreement, to give and receive notices and communications on behalf of the Escrow Agreement. In connection therewithStockholders, the Representative is authorized and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided appropriate in connection with the transactions contemplated by this Agreement, shall have including the power and authority to: to (i) 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 claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Company Equityholders Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreementsAncillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; , (iviii) receive funds, funds and make payments of fundsfunds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and give receipts for funds; expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (viv) do or refrain from doing any further act or deed on behalf of the Company Equityholders Stockholders that the Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders Stockholders could do if personally present; , and (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ixv) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by The appointment of the Representative shall be binding upon all Company Equityholdersdeemed coupled with an interest and shall be irrevocable, and no Company Equityholder the Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Representative in all matters referred to herein. The Stockholders hereby confirm all that the Representative shall have do or cause to be done by virtue of his appointment as the Representative. The Representative shall act for all Stockholders on all of the matters set forth in this Agreement in the manner the Representative believes to be in the best interest of the Stockholders and consistent with the obligations under this Agreement, but the Representative shall not be responsible to the Stockholders for any losses or damages the Stockholders may suffer by the performance of his duties under this Agreement (or any failure to perform such duties) and the Stockholders shall fully indemnify, on a joint and several basis, the Representative from and against any such losses or damages, other than any such losses or damages arising from his willful violation of any applicable Law or gross negligence in the performance of his duties as the Representative under this Agreement, including reasonable legal fees and other costs and expenses of defending against any claim arising out of such duties. Such indemnification obligation may be satisfied by the Stockholders from any amount to be actually distributed to the Stockholders in accordance with the Escrow Agreement and the Exchange Agent Agreement (it being understood that the Representative shall be only entitled to a portion of any such amount to be distributed to the Stockholders and that the Representative’s right to object, dissent, protest or otherwise contest any portion of such amount pursuant to this clause shall be subject to the sameprior right of Indemnified Parties to make claims for Damages). (c) Subject The Representative is not entitled to amend this Agreement or take any actions on behalf of the Stockholders prior to the terms receipt by the Company of the Requisite Stockholder Approval. The Representative may, in all questions arising hereunder, rely on the advice of counsel and conditions of this Agreementother professionals, upon the Closingand for anything done, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held omitted or suffered in good faith by the Representative as agent in a segregated client account and shall be used for the purposes of paying directlybased on such advice, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign be liable to anyone. Notwithstanding anything to the Representative any ownership right that they may have contrary contained in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Stockholder shall otherwise exist against the Representative. (d) If the Representative Account Payment shall die, become disabled or otherwise be unable or unwilling to fulfill his responsibilities as agent of the Stockholders, then a majority in interest of the Stockholders (if anybased on the percentage of the Escrow Deposit to which they are entitled) shall appoint a successor agent for the Stockholders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the Stockholders (based on the percentage of the Escrow Deposit to which they are entitled). In either case, the successor Representative shall promptly notify the Buyer and/or its paying agent of the identity of such successor Representative. Any such successor shall become the “Representative” for distribution to the Company Equityholderspurposes of this Agreement. For tax purposes, All expenses incurred by the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the performance of his duties as Representative Expense Amountshall be borne and paid exclusively by the Stockholders. All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the termination of this Agreement. The parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. By: /s/ Xxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer COMPANY: By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx The parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Representative. (a) By their execution In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Letter Net Asset Value and Adjusted Base Purchase Price and (ii) the defense and/or settlement of Transmittal any claims for which the Equity Holders may be required to indemnify the Buyer and/or Option Surrender Agreementthe Surviving Corporation pursuant to Article VI or Article VIII hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance Agreement, the holders of any consideration Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section 1.11(f) hereof, the Principal Stockholders, by their execution of the Stockholder Agreement, and the Management Participants, by their execution of the Management Participant Agreement, shall each be deemed to have designated the Representative as their representative. (b) The Company Stockholders, by the approval of the Merger and adoption of this Agreement, and the Company Equityholders hereby appoint holders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section 1.11(f) hereof, shall each be deemed to have authorized the Representative as (i) to make all decisions relating to the representative, attorney-in-fact and agent determination of the Company Equityholders Net Asset Value and the Adjusted Base Purchase Price, (ii) to take all action necessary in connection with the transactions contemplated by this Agreement and defense and/or settlement of any claims for which the Escrow Agreement and in any litigation or arbitration involving this Agreement Company Stockholders may be required to indemnify the Buyer and/or the Escrow Agreement. In connection therewithSurviving Corporation pursuant to Article VI or Article VIII hereof, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendmentsafter the Effective Time, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated or received permitted by this Agreement or the Indemnification Escrow Agreement to be taken by or on behalf of the Equity Holders. (c) The Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Net Asset Value and the Adjusted Base Purchase Price, the settlement of any claims for indemnification by the Company Equityholders Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof or any other actions required or contemplated or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative. (d) The Representative will have the right to act as the representative of the Equity Holders, and to act on behalf of the Equity Holders and to take any and all actions required or permitted to be taken by the Representative under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to any claims for indemnification (including payment thereof) made pursuant to Section 6.1 and with respect to any actions to be taken by the Buyer under Article VII; and (ix) receive service Representative pursuant to the terms of process in connection with any claims under this Agreement and the Escrow Agreement. (b) . All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Net Asset Value and the Adjusted Base Purchase Price or the defense or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof, shall be binding upon all Company Equityholdersof the Equity Holders, and no Company Equityholder Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. (ce) Subject The Representative (or any of the directors, officers, agents, employees or Affiliates thereof) shall incur no liability to the terms Equity Holders with respect to any action taken or suffered by the Representative in reliance upon any notice, direction, instruction, consent, statement, or other document believed by the Representative to be genuinely and conditions duly authorized, nor for any other action or inaction with respect to distributions of the Indemnification Escrow Shares, any defense or settlement of any claims, and the making of payments with respect thereto, nor with respect to voting or failing to vote the Indemnification Escrow Shares, except to the extent resulting from the Representative's own willful misconduct or gross negligence. The Representative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted, or suffered in good faith by the Representative in reliance on such advice, shall not be liable to the Equity Holders. (f) In the event that the Representative dies or becomes unable to perform his, her or its responsibilities as the Representative or resigns from such position, Trinity Ventures shall appoint a new Representative, and if within 30 days of such death, inability to perform his, her or its responsibilities or resignation of the Representative, Trinity Ventures fails to appoint a new Representative, the Equity Holders receiving an aggregate of greater than 50% of the Adjusted Merger Consideration shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. (g) The Buyer and the Surviving Corporation shall be entitled to rely conclusively on a certificate from the Representative with respect to any action taken by the Representative, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon such a certificate from the Representative. (h) The Company Stockholders, by the approval of the Merger and adoption of this Agreement, upon and the Closingholders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section (a) hereof, shall each be deemed to (i) agree and authorize the Buyer shall wire Escrow Agent to withhold from the Indemnification Escrow Shares, if any, otherwise payable to the Representative Equity Holders under the Representative Expense Amount pursuant to wire instructions provided terms of the Indemnification Escrow Agreement a number of shares having a value (using a price of $12.50 per share) equal to the Buyerreasonable costs and expenses (including reasonable professional fees) incurred by, which shall be held or reasonably anticipated by the Representative as agent in a segregated client account and shall to be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreementby, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the representation of the Equity Holders in any proceeding arising out of this Agreement (including all matters concerning claims for indemnification under Article VI or Article VIII of this Agreement) or the transactions or agreements related hereto (the "Representative Expense AmountFees"); (ii) agree and authorize the Representative to withhold Buyer Common Shares (valued at $12.50 per share) evidencing the Representative Fees from any shares otherwise issuable to the Equity Holders pursuant to Section 1.12 hereof (to the extent such fees are not withheld from the Escrow Shares); and (iii) agree to reimburse the Representative for the Representative Fees. (i) The provisions of this Section 1.14 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Equity Holder may have in connection with the transactions contemplated by this Agreement. Remedies available at law for any breach of the provisions of this Section 1.14 are inadequate; therefore, the Buyer and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.14. The provisions of this Section 1.14 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and any references in this Agreement to a Equity Holder or the Equity Holders shall mean and include the successors to the Equity Holder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Representative. (a) By their execution Each of the Letter Members approves the designation of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint designates the Representative as the representative, representative of the Members and as the attorney-in-fact and agent for and on behalf of the Company Equityholders in connection each Members with the transactions contemplated by respect to claims for indemnification under this Agreement Article VIII and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, taking by the Representative is authorized of any and all actions and the making of any decisions required or permitted to do or refrain from doing all further acts and things, and to execute all such documents as be taken by the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in under this Agreement, shall have including, without limitation, the exercise of the power and authority to: : (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viiia) agree to, negotiate, enter into settlements and compromises of of, demand arbitration of, and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for indemnification made by the Buyer under Article VIIto, such claims; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (d) take all actions by necessary in the judgment of the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes accomplishment of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementforegoing. The Representative will hold these funds separate from its corporate fundshave authority and power to act on behalf of each Member with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Company Equityholders shall not receive interest or other earnings on amounts in Members will be bound by all actions taken and documents executed by the Representative Expense Amount in connection with Article VIII, and the Company Equityholders irrevocably transfer and assign DoveBid will be entitled to the Representative rely on any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations action or advice. The Representative shall have no responsibility or liability for any loss of principal decision of the Representative Expense Amount other than as a result of its gross negligence or willful misconductRepresentative. As soon as practicable following In performing the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under functions specified in this Agreement, the Representative will not be liable to any Member in the absence of gross negligence or willful misconduct on the part of the Representative. The Members shall distribute severally indemnify the Representative Account Payment (if any) to and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, part of the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time arising out of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative Expense Amountin connection with actions taken by the Representative pursuant to the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Members to the Representative pro rata in proportion to their respective percentage equity interests in the Companies.

Representative. (a) By their execution of Pursuant to the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption the authorization of the form of this Agreement and/or their acceptance by the Company Holders, and the execution and delivery of any consideration pursuant to this Agreementthe Letter of Transmittal, the Company Equityholders hereby appoint Representative is appointed, authorized and empowered to be the Representative as the exclusive proxy, representative, agent and attorney-in-fact and agent of each of the Company Equityholders Holders, with full power of substitution, (i) to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of the Company Holders at any time, in connection with with, and that may be necessary or appropriate to accomplish the transactions contemplated by intent and implement the provisions of this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with facilitate the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts in connection with the activities to be performed by or on behalf of such Company Holders under this Agreement, (including, without limitation, in connection with any and all claims for funds; (v) do or refrain from doing remedies brought pursuant to this Agreement). By executing this Agreement, the Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power to take any further act or deed of the following actions on behalf of the Company Equityholders that Holders; (i) to give and receive notices, communications and consents under this Agreement; (ii) to receive and distribute payments and consideration deliverable pursuant to this Agreement; (iii) to waive any provision of this Agreement; (iv) to assert any claim or institute any contest or action arising out of or relating to this Agreement; (v) to investigate, defend, contest or litigate any Claim initiated by any Person against the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement his capacity as fully and completely as the Company Equityholders could do if personally present; such; (vi) give and to receive process on behalf of any or all notices required to be given Company Holders in any such contest or received by the Company Equityholders under this Agreement; Claim; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of of, resolve and comply with arbitration orders of courts and awards and court orders of arbitrators or other third party intermediaries with respect to claims for indemnification made by the Buyer any disputes arising under Article VIIthis Agreement; and (viii) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement; and (ix) receive service of process to make, execute, acknowledge and deliver all such other agreements, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 9.6 and the transactions contemplated hereby. Notice or communications to or from the Representative shall constitute notice to or from any claims Company Holder. Any portion of the $150,000 deposited with the Representative in accordance with Section 2. 1(c) for the purpose of satisfying its obligations under this Agreement and the Escrow Agreement. (b) All decisions and actions by that has not been expended or obligated on or before June 30, 2008, or for which the Representative shall has determined in good faith may be binding upon all Company Equityholders, and no Company Equityholder shall have the right required to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from satisfy its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made obligations under this Agreement, shall he delivered by the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution Parent and released pro rata by the Parent to the Company EquityholdersHolders in accordance with the Allocation Schedule. For tax purposes, In the event that the Representative Expense Amount withholds funds as provided in the immediately preceding sentence, any part thereof not expended or obligated shall be treated as having been received and voluntarily set aside promptly delivered by the Representative to the Parent and released pro rata by the Parent to the Company Equityholders at Holders in accordance with the time Allocation Schedule as soon as reasonably determined by Representative that such funds will not be required to fulfill it obligations under this Agreement shall be delivered by the Representative to the Parent and released pro rata by the Parent to the Company Holders in accordance with the Allocation Schedule. Company Holders holding a majority of Closing. The Representative is not acting the shares of Parent Common Stock held thereby may, upon the resignation, death, disability or incapacity of the Representative, appoint in writing a successor to act as a withholding agent or in any similar capacity the representative and attorney-in-fact of the Company Holders in connection with the Representative Expense Amountthis Agreement.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender AgreementThe Company hereby irrevocably constitutes and appoints Xxxxxxxx X. Xxxxx (“Tyler”), approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representativeRepresentative. As such, attorney-in-fact and agent Tyler is authorized to act on behalf of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement Transaction Documents, and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and thingsparticular, and to execute all such documents as the Representative shall deem necessary or appropriatewithout limitation, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of the Company Equityholders Members) and make any and all determinations which may be required or permitted in connection with regard to all matters pertaining to the post-closing implementation of this Agreement and related agreements and the Escrow Agreement; including, employ, obtain transactions contemplated hereby and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representativethereby; (ii) act for the Company Equityholders to transact matters of litigationgive and receive notices and communications thereunder; (iii) execute negotiate, defend, settle, compromise and deliver otherwise handle and resolve any and all amendments, waivers, ancillary agreements, certificates claims and documents that the Representative deems necessary disputes with Buyer and any other Buyer Indemnified Party arising out of or appropriate in connection with the consummation respect of the transactions contemplated by Transaction Documents, including, without limitation, claims and disputes pursuant to Sections 1.4 and 1.6 and Article VII of this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for fundsall notices under the Transaction Documents; (v) do retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating with respect to the subject matter of this Agreement or Transaction Documents and the Escrow Agreement as fully transactions contemplated hereby and completely as the Company Equityholders could do if personally present;thereby; and (vi) give to make any other decision or election or exercise such rights, power and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction authority as are incidental to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreementforegoing. (b) All decisions Each of the Members acknowledges and actions agrees that upon execution of this Agreement, upon any delivery by the Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by the Representative, such Member shall be bound by such documents as fully as if such Member had executed and delivered such documents. (c) Upon the death, disability or incapacity of the initial Representative appointed pursuant to Section 10.17(a), the Company shall appoint a successor Representative. The Representative may resign at any time; provided, however, that it must provide the Company prior written notice of such decision to resign. The Representative shall not receive compensation for service in such capacity. (d) Any and all actions taken or not taken, exercises of rights, power or authority and any decision or determination made by the Representative in connection herewith shall be absolutely and irrevocably binding upon all the Company Equityholdersas if the Company had taken such action, exercised such rights, power or authority or made such decision or determination in its individual capacity, and no Buyer may rely upon such action, exercise of right, power, or authority or such decision or determination of the Representative as the action, exercise, right, power, or authority, or decision or determination of such Person, and the Company Equityholder shall not have the right to object, dissent, protest or otherwise contest the same. Buyer is hereby relieved from any liability to any Person for any acts done by the Representative and any acts done by Buyer in accordance with any decision, act, consent or instruction of the Representative. (ce) Subject Each Member shall indemnify the Representative, in proportion to such Member’s percentage ownership of the terms and conditions Company as of this Agreement, upon the Closing, the Buyer shall wire against all Losses arising out of or in connection with any claim or in connection with any appeal thereof, relating to the acts or omissions of Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyerhereunder, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, under the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate otherwise, except for such Losses that arise from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its Representative’s gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution Effective upon and by virtue of the Letter of Transmittal and/or Option Surrender AgreementRequired Stockholder Approval and his, approval her or its acceptance of the Merger consideration payable under the terms and adoption conditions of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, and without any further act of any of the Company Equityholders Securityholders, each Company Securityholder hereby appoint appoints the Representative as the representativehis, her or its attorney-in-fact and agent for and on behalf of the such Company Equityholders Securityholder for purposes of this Agreement and any other agreements and documents executed or delivered in connection with this Agreement. The Representative shall take such actions to be taken by the Representative under this Agreement and any other agreements and documents executed or delivered in connection with this Agreement and such other actions on behalf of such Company Securityholder as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated by this Agreement hereby or thereby, including, without limitation, (i) accepting service of process on the Company Securityholders, (ii) executing and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in delivering this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as which the Representative, in its sole discretion, deems necessary shall have consented (provided that any waiver or advisable in amendment that shall adversely and disproportionately affect the performance rights or obligations of any Company Securityholder as compared to other Company Securityholders shall require the duties prior written consent of the Representative; (ii) act for the such Company Equityholders to transact matters of litigation; Securityholder), (iii) execute receiving or providing notices on behalf of the Company Securityholders with respect to any matter or Actions arising out of or relating to this Agreement, or the transactions contemplated hereby, (iv) taking all actions and deliver making all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems filings on behalf of such Company Securityholders with any Governmental Authority or other Person necessary or appropriate in connection with to effect the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of, complying with orders of and comply with arbitration awards and court orders courts with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with to, and otherwise administering and handling any claims under this Agreement on behalf of such Company Securityholders, (vi) interpreting all terms of this Agreement; (vii) instituting, prosecuting and/or defending lawsuits; (viii) in connection with any of the foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Escrow Representative’s duties and obligations hereunder and (ix) taking all other actions that are either necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as each Company Securityholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Company Securityholder with regard to this Agreement and any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the sole and exclusive representative of each of the Company Securityholders for any purpose provided for by this Agreement. Representative shall be bound by the same confidentiality restrictions binding Company pursuant to Section 5.7 provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative to keep the Company Securityholders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Company Securityholders. Each Company Securityholder shall promptly provide written notice to the Representative of any change of address of such Company Securityholder. (b) All decisions and actions by A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all Company Securityholders and shall be final, binding and conclusive upon all each such Company EquityholdersSecurityholder, and no Parent and the Surviving Company Equityholder may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Company Securityholder. Parent, the Surviving Company shall have be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the right to object, dissent, protest or otherwise contest the sameRepresentative. (c) Subject Certain Company Securityholders have entered into a letter agreement with the Representative to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire provide direction to the Representative in connection with the performance of its services under this Agreement (such Company Securityholders, included their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Representative Expense Amount pursuant to wire instructions provided to and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this AgreementAdvisory Group (collectively, the Escrow Agreement “Representative Group”) shall incur liability with respect to any action taken or suffered by any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest Securityholder in reliance upon any notice, direction, instruction, consent, statement or other earnings on amounts in the document believed by such Representative Expense Amount to be genuine and the to have been signed by such Company Equityholders irrevocably transfer Securityholder (and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability to determine the authenticity thereof), nor for any loss of principal other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Expense Amount other than as a result of its gross negligence or willful misconductGroup. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made In all questions arising under this Agreement, the Representative shall distribute may rely on the advice of outside counsel, and the Representative Account Payment (if any) shall not be liable to the Buyer and/or its paying agent any Company Securityholder for distribution to the Company Equityholdersanything done, omitted or suffered in good faith by Representative based on such advice. For tax purposes, No provision of this Agreement shall require the Representative Expense Amount to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement on behalf of any Company Securityholders. (d) Each Company Securityholder shall be treated as having been received severally, but not jointly (based on such Company Securityholder’s Distribution Allocation), indemnify the Representative Group and voluntarily set aside by hold the Company Equityholders at Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the time part of Closing. The the Representative is not acting as a withholding agent Group and arising out of or in any similar capacity in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by the Representative. Notwithstanding the foregoing, the Representative’s standard hourly rates and all out-of-pocket fees and expenses incurred by the Representative Expense Amountin performing its duties shall be borne by the Company Securityholders paid in accordance with their respective Distribution Allocations of such fees and expenses out of any Earnout Payment otherwise distributable to the Company Securityholders, and, thereafter, directly from the Company Securityholders, in accordance with their respective Distribution Allocations. (e) At any time Stockholders representing at least a majority of the equity securities of the Company outstanding immediately prior to the Effective Time may, by written consent, appoint another Person as Representative. Notice together with a copy of the written consent appointing such Person and bearing the signatures of such Stockholders must be delivered to Parent not less than ten (10) days prior to such appointment. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent. (f) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as the Representative, or if the Representative resigns as a Representative, Stockholders representing at least a majority of the equity securities of the Company outstanding immediately prior to the Effective Time may, by written consent, appoint a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of such Stockholders must be delivered to Parent. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent. (g) The immunities and rights to indemnification shall survive the resignation or removal of Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement. The Representative shall be entitled to: (i) rely upon the Distribution Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. The grant of authority provided for herein (A) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Company Securityholder, (B) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in any post-Closing consideration and (C) shall survive the consummation of the Mergers. The provisions of this Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Company Securityholder, and any references in this Agreement to any Company Securityholder or the Company Securityholders shall mean and include the successors to such Company Securityholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the The Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the sale of the Company Shares and the other transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of arbitration or litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the sale of the Company Shares and the consummation of the other transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon At the Closing, the Buyer shall wire to the Representative pay the Representative Expense Amount pursuant to wire instructions provided to the BuyerRepresentative, which Representative Expense Amount shall be held maintained by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceaccount. The Representative shall have no responsibility be reimbursed by the Company Equityholders (and not by the Buyer or liability the Company) for any loss reasonable out-of-pocket expenses incurred in the performance of principal its duties (including the reasonable fees and expenses of counsel) under this Agreement from the Representative Expense Amount other than as a result of its gross negligence Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Fund or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent Payments otherwise available for distribution to the Company Equityholders. For tax purposesUpon the determination of the Representative that the Representative Fund is no longer necessary in connection with any claim for indemnification under Article VII or any dispute regarding Milestone Payments, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by distribute to the Company Equityholders at (solely out of the time of ClosingRepresentative Fund) the Representative Account Payment. The Representative shall hold, invest, reinvest and disburse the Representative Fund in trust for all of the Company Equityholders, and the Representative Fund shall not be used for any other purpose and shall not be available to the Buyer to satisfy any claims hereunder. (d) The Representative shall treat confidentially and not use other than in the performance of its duties as the Representative and not disclose any information disclosed to it pursuant to this Agreement to anyone except as required by Law, provided that (i) the Representative may disclose to legal counsel and other advisors under an obligation of confidentiality and non-use in such advisor’s capacity as such (for the purpose of advising the Representative and the Company Equityholders on any information disclosed to the Representative pursuant to this Agreement), (ii) the Representative (or legal counsel or other advisor to whom information is not acting as a withholding agent or disclosed pursuant to clause (i) above) may disclose in any similar capacity Legal Proceeding relating to this Agreement or the transactions contemplated hereby (or, in either case, discussion in preparation therefor) any information disclosed to the Representative pursuant to this Agreement and (iii) the Representative may disclose to its professional advisers and any member of its board (but not to any other Person, including any investor in any of the foregoing Persons) any information disclosed to the Representative, subject to the Persons to whom the disclosure is to be made agreeing with the Buyer in writing to restrictions on the disclosure and use of such information consistent with the restrictions to which the Representative is subject pursuant to this Section 1.7(d). (e) The Company Equityholders may from time to time appoint another person to act as their representative, provided that such appointment shall not take effect until it has been notified to the Buyer in writing signed by or on behalf of holders of Company Securities who held, as of immediately prior to the Closing, a majority (by voting power) of the then outstanding Company Securities) (the “Required Sellers”), and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. Upon any replacement of the Representative, the Representative being replaced shall transfer to the new Representative the balance of any unexpended Representative Expense Amount. (f) Each Company Equityholder agrees that: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Purchase Price, the settlement of any disputes or claims under this Agreement and the Escrow Agreement, or any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) the provisions of this Section 1.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Equityholder may have in connection with the Representative Expense Amountsale of the Company Shares and the other transactions contemplated by this Agreement; (iii) remedies available at Law for any breach of the provisions of this Section 1.7 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.7; and (iv) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Company Equityholder, and any references in this Agreement to a Company Equityholder shall mean and include the successors to the rights of each applicable Company Equityholder hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

Representative. (a) By their execution The Member Confirmations shall provide for the appointment, authorization and empowerment of Genstar Capital Partners III, L.P. as representative (the “Representative”), for the benefit of the Letter of Transmittal and/or Option Surrender AgreementMembers, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, exclusive agent and attorney-in-fact and agent to act on behalf of the Company Equityholders Members, in connection with and to facilitate the consummation of the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithhereby, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have which include the power and authority toauthority: (i) act for the Company Equityholders to execute and deliver such waivers and consents in connection with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain consummation of the transactions contemplated hereby and rely upon the advice of legal counsel, accountants and other professional advisors thereby as the Representative, in its sole discretion, deems may deem necessary or advisable in the performance of the duties of the Representativedesirable; (ii) act as Representative, to enforce and protect the rights and interests of the Members (including the Representative, in its capacity as a Member) and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein, and to take any and all actions which the Company Equityholders Representative believes are necessary or appropriate under this Agreement for and on behalf of any Member, including asserting or pursuing any Action against Buyer, defending any third party Actions or Actions by Buyer or its Affiliates (including the Surviving Company), as the case may be, consenting to, compromising or settling any such Actions, conducting negotiations with Buyer and its representatives regarding such Actions, and, in connection therewith, to transact matters (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any Action initiated by Buyer or any other Person, or by any Federal, state or local Governmental Authority against the Representative and/or any of litigationthe Members and receive process on behalf of any or all of the Members in any such Action and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary; and (D) file and prosecute appeals from any decision, judgment or award rendered in any such Action, it being understood that the 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) execute to refrain from enforcing any right of the Members or any of them and/or the Representative arising out of or under or in any manner relating to this Agreement or any other agreement, instrument or document in connection with the foregoing; (iv) (A) to determine whether the conditions to closing in Article VII have been satisfied and to supervise the Closing (including waiving any such conditions if the Representative, in its sole discretion, determines that such waiver is appropriate); (B) to take any action that may be necessary or desirable, as determined by the Representative in its sole discretion, in connection with the termination of this Agreement; (C) to take any and all actions that may be necessary or desirable, as determined by the Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or the Members in connection with the transactions contemplated hereby; and (v) to make, execute, acknowledge and deliver all amendments, waivers, ancillary such other agreements, certificates guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and all other agreements, documents that or instruments referred to herein or therein or executed in connection herewith and therewith. (b) Buyer and the Company shall have the right to rely upon any agreement entered into with the Representative and all actions taken or omitted to be taken by the Representative pursuant to this Agreement. (c) The Members hereby agree to indemnify, protect, defend and hold harmless the Representative (in its capacity as such) and its agents and other representatives ratably according to their Pro Rata Shares, and to hold the Representative (in its capacity as such) and its agents and other representatives harmless from, any and all Losses or Actions of whatever kind which may at any time be imposed upon, incurred by or asserted against the Representative and its agents and other representatives in such capacity in any way relating to or arising out of its action or failures to take action pursuant to this Agreement or any related document or agreement or in connection herewith or therewith in such capacity. (d) The Representative shall be entitled to retain counsel and to incur such expenses as the Representative deems to be necessary or appropriate in connection with the consummation its performance of the transactions contemplated by its obligations under this Agreement (including engaging an affiliated or third-party trust or escrow service to assist in the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices administrative tasks required to be given or received performed by the Company Equityholders under this Agreement; Representative hereunder), and all such fees and expenses (viiincluding reasonable attorneys’ fees and expenses and reasonable fees and expenses of any trust or escrow service) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions incurred by the Representative shall be binding upon all Company Equityholdersborne by the Members in accordance with their respective Pro Rata Shares. Without limiting the foregoing, and no Company Equityholder the Representative shall have the right and power to objectuse the Reserve Account to pay, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to reimburse the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative its Affiliates for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount such fees and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountexpenses.

Representative. (a) By their execution Each Seller hereby irrevocably appoints the Representative to serve as the representative of such holder with respect to the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of matters expressly set forth in this Agreement and/or their acceptance of any consideration pursuant to this Agreement, be performed by the Company Equityholders Representative. Each Seller hereby appoint irrevocably appoints the Representative as the representativeagent, attorney-in-proxy and attorney in fact for such holder for all purposes of this Agreement, including full power and agent of authority on such holder’s behalf to (a) consummate the Company Equityholders Transactions, (b) pay expenses (whenever incurred) in connection with the transactions contemplated by this Agreement and Transactions, (c) disburse any funds received hereunder to the Escrow Agreement and in any litigation Sellers or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithother payees, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iiid) execute and deliver any certificates or other instruments as Purchaser shall reasonably request, (e) execute and deliver on behalf of such holder any amendment or waiver hereto, (f) take all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary other actions to be taken by or appropriate on behalf of such holder in connection with the consummation herewith, (g) negotiate, settle, compromise and otherwise handle any claims made by a Purchaser Indemnified Party or in respect of the transactions contemplated by adjustments to Purchase Price and (h) do each and every act and exercise any and all rights which such holder is, or Sellers collectively are, permitted or required to do or exercise under this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that other Ancillary Document. Each Seller agrees to reimburse the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully for any fees and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions expenses incurred by the Representative shall be binding upon all Company Equityholdersin its capacity as such. All decisions, actions, consents and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount may be relied upon by Purchaser and its Affiliates (including the Surviving Entity) and any other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountPerson.

Representative. (a) By In order to efficiently administer the transactions contemplated hereby, including any actions that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Sections 1.6 and 1.7, the Company Stockholders, by their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or and the approval of the Merger, by their acceptance of any consideration pursuant Merger Consideration and/or the completion and execution of the Letters of Transmittal or other agreement or documentation that may be required with respect to this Agreement, the Company Equityholders Stockholders, hereby appoint designate the Representative as the their representative, true and lawful attorney-in-fact and exclusive agent for all purposes set forth herein, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement, and hereby authorize the Representative to: (i) take all actions required or permitted by, and exercise all rights granted to, the Representative in this Agreement, the Escrow Agreement or the Representative Engagement Agreement; (ii) review the Closing Statement, deliver any Objection Notice with respect thereto, and discuss, negotiate, resolve and fully and finally settle on behalf of the Company Equityholders Stockholders, any Objection Items or other disputes with respect to the determination of Closing Indebtedness, Unpaid Company Transaction Expenses, Closing Net Working Capital and the final determination of any adjustment to the Total Merger Consideration pursuant to Section 1.6; (iii) take all action necessary in connection with the waiver of any condition to the obligations of the Company or the Company Stockholders to consummate the transactions contemplated hereby; (iv) discuss, negotiate, resolve and fully and finally settle on behalf of the Company Stockholders any claims for indemnification by any Indemnified Party pursuant to this Agreement; (v) give and receive notices and communications to or from Buyer (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (vi) receive and accept service of legal process in connection with any claim or other proceeding against the Company Stockholders or the Company arising under this Agreement or the Escrow Agreement; (vii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Company Stockholders; execute and deliver all agreements, certificates and documents required or deemed appropriate by the Representative, in his/her/its capacity as the Representative, in connection with any of the transactions contemplated by this Agreement (including executing and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or delivering the Escrow Agreement. In connection therewith); (viii) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as in connection with any of the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement; including, employ, obtain and rely upon the advice of legal ); (ix) engage special counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate incur such other expenses in connection with the consummation any of the transactions contemplated by this Agreement or the Escrow Agreement; (ivx) receive fundsto the fullest extent permitted by Law, make payments agree to and approve of fundsmodifications or amendments to this Agreement or to the Escrow Agreement, and give receipts for funds;executing and delivering agreements of such modification or amendment; and (vxi) do to the fullest extent permitted by Law, take all other actions (including defending or refrain from doing enforcing any further actions, and to make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement) necessary or appropriate in the reasonable judgment of the Representative in connection with any transaction contemplated hereunder or for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any Circumstance. Notwithstanding the foregoing, the Representative (i) shall have no obligation to act or deed on behalf of the Company Equityholders that Stockholders, except as expressly provided herein, in the Escrow Agreement, Paying Agent Agreement and in the Representative deems necessary Engagement Agreement and for purposes of clarity, other than as set forth herein, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or appropriate the Disclosure Schedule and (ii) may not amend, alter, modify, waive or otherwise change the limitations on the indemnification obligations of the LDS Church as set forth in Section 8.6 without the written consent of the LDS Church. (b) Fortis Advisors LLC hereby accepts its discretion relating appointment as the initial Representative. (c) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Stockholders and shall be final, binding and conclusive upon each such Company Stockholder and such Company Stockholder’s successors; and Buyer, each Indemnified Party and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Stockholder. To the fullest extent permitted by Law, the Buyer, each Indemnified Party and the Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative. (d) The Joining Company Stockholders hereby agree that: (i) all actions, decisions and instructions of the Representative shall be conclusive and binding upon each of the Joining Company Stockholders, and, to the subject matter fullest extent permitted by Law, no Joining Company Stockholders shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative in connection with this Agreement, the Representative Engagement Agreement or the agreements ancillary hereto, except for fraud or willful misconduct on the part of the Representative; (ii) to the fullest extent permitted by Law, the provisions of this Section 1.8 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Joining Company Stockholder may have in connection with the transactions contemplated by this Agreement, and (ii) shall survive the death, incompetence, bankruptcy or liquidation of any Joining Company Stockholder and shall be binding on any successor thereto, and (iii) shall survive the delivery of an assignment by any Joining Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Fund; (iii) no Joining Company Stockholder shall have any cause of action against the Representative for any action taken or not taken, any decision made or any instruction given or not given by the Representative under this Agreement, the Escrow Agreement, the Representative Engagement Agreement and the agreements and instruments contemplated hereby and thereby, except for causes of action for fraud or willful breach of this Agreement or the Escrow Agreement as fully by the Representative or the Representative’s gross negligence or willful misconduct; (iv) remedies available at Law for any breach of the provisions of this Section 1.8 are inadequate; therefore, the Buyer shall be entitled to temporary and completely as permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.8; (v) the Representative shall be entitled to: (i) reasonably rely upon the Closing Payment Schedule, (ii) rely upon any signature reasonably believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Joining Company Equityholders could do if personally present;Stockholder; and (vi) give and receive all notices required to be given or received by the Company Equityholders under provisions of this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative Section 1.8 shall be binding upon all Company Equityholdersthe executors, heirs, legal representatives, personal representatives, successors and permitted assigns of the Buyer, the Representative, and no each Joining Company Equityholder Stockholder, and any references in this Agreement to a Joining Company Stockholder shall have mean and include the right successors to objectthe Joining Company Stockholder’s rights hereunder, dissentwhether pursuant to testamentary disposition, protest the Laws of descent and distribution or otherwise contest the sameotherwise. (ce) Subject The Joining Company Stockholder and Buyer acknowledge and agree that the Representative can resign upon thirty (30) days’ written notice to the terms Advisory Group and conditions may be removed and/or replaced at any time upon the affirmative written consent of this AgreementJoining Company Stockholders holding a majority of the aggregate Pro Rata Percentage of all Joining Company Stockholders. Upon the due removal and/or replacement of the Representative, upon Buyer and the newly appointed Representative shall provide prompt written notice to the Escrow Agent concerning such replacement. (f) At the Closing, an amount in cash equal to $350,000 (the Buyer “Representative Reserve Fund”) shall wire be withheld from the Total Merger Consideration payable to, and therefore shall not be paid to, the Company Stockholders at the Closing (each such withholding to be made on a Pro Rata Percentage with respect to each Company Stockholder), but instead shall be delivered to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client dedicated account and shall be used for the purposes payment of paying directly, any Representative Losses or reimbursing other expenses incurred by the Representative for, any expenses incurred in performing the duties assigned to the Representative pursuant to this Agreement, the Escrow Agreement or any and the Representative engagement agreementEngagement Agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountReserve Fund, and has no tax reporting or income distribution obligations. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Reserve Fund shall be used by the Representative solely to pay the reasonable out-of-pocket costs or expenses actually incurred by or reasonably expected to be incurred by the Representative in connection with the acceptance, performance and administration of its duties as the Representative pursuant to this Agreement. Any remaining balance in the Representative Reserve Fund shall be released by the Representative to the Company Stockholders (or to the Paying Agent for further distribution to the Company Stockholders) at such time as the Representative determines that the Representative Reserve Fund is no longer necessary or desirable, and each Company Stockholder shall be entitled to an amount equal to such Company Stockholder’s Pro Rata Percentage of such amount so released. Prior to any such release of the Representative Reserve Fund, the Representative shall deliver to Buyer an updated Closing Payment Schedule setting forth the portion of the Representative Reserve Fund payable to each Company Stockholder. (g) Certain Company Stockholders have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative (such Company Stockholders, including their individual representatives, collectively, the “Advisory Group”). As between the Company Stockholders and the Representative, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall be liable for any act done or omitted in connection with this Agreement, the Escrow Agreement, the Representative Engagement Agreement or the agreements ancillary hereto while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment and in connection with seeking recovery from insurers) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement, the Escrow Agreement, the Paying Agent Agreement, the Representative Engagement Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud or willful misconduct of the Representative, the Representative will reimburse the Company Stockholders the amount of such indemnified Representative Loss to the extent attributable to such fraud or willful misconduct. If not paid directly to the Representative by the Company Stockholders, any such Representative Losses may be recovered by the Representative from the Representative Reserve Fund; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds or otherwise incur any financial liability on behalf of the Company Stockholders or otherwise. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities (including the Representative Reserve Fund), which, in its reasonable determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Company Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The foregoing indemnities and immunities will survive the Closing, the resignation or removal of the Representative or any member of the Advisory Group or the termination of this Agreement or the Escrow Agreement.

Representative. (a) By their execution Each Seller, by his, her or its acceptance of the Letter of Transmittal and/or Option Surrender AgreementPurchase Price, approval of the Merger hereby appoints, authorizes and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint empowers the Representative to act as the representative, attorney-in-fact and agent of the Company Equityholders in connection Sellers for the purposes and with the transactions contemplated by this Agreement powers and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided authority hereinafter set forth in this AgreementSection 9.17, which shall have include the full power and authority toauthority: (i) act for as the Company Equityholders with regard Representative, to all matters pertaining enforce and protect the rights and interests of the Sellers arising out of or under or in any manner relating to this Agreement and, in connection therewith, to (A) resolve all questions, disputes, conflicts and controversies concerning (I) the determination of amounts pursuant to ARTICLE II, (II) matters relating to Taxes pursuant to Section 6.03 and (III) calculations pursuant to the Waterfall; (B) employ such agents, consultants and professionals, to delegate authority to its agents, to take such actions and to execute such documents on behalf of the Sellers in connection with ARTICLE II and the Escrow Agreement; including, employ, obtain and rely upon the advice rest of legal counsel, accountants and other professional advisors this Agreement as the Representative, in its sole reasonable discretion, deems necessary or advisable to be in the performance best interest of the duties Sellers; (C) assert or institute any claim, action, proceeding or investigation pursuant to this Agreement; (D) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Buyer, or any other Person, against all Sellers, and receive process on behalf of all Sellers in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, give receipts, releases and discharges on behalf of all Sellers with respect to any such claim, action, proceeding or investigation pursuant to this Agreement; (E) file any proofs, debts, claims and petitions as the Representative may deem advisable or necessary; (F) prepare and file any Tax Returns; (G) settle or compromise any claims asserted in connection with this Agreement; and (H) file and prosecute appeals from any decision, judgment or award rendered in any of the Representative;foregoing claims, actions, proceedings or investigations pursuant to this Agreement, it being understood and agreed that the Representative shall not have any obligation to take any such actions, and shall not have liability for any failure to take any such action; and (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that be reimbursed from the Representative deems necessary Fund for any costs, expenses or appropriate in connection with other fees that may be paid or borne by the consummation Representative pursuant to the terms here of and to pay amounts out of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process Fund in connection with any claims under this Agreement of the foregoing, it being understood and agreed that the Escrow AgreementRepresentative (A) shall not have any obligation to take any such actions, (B) shall not be required to expend any of its own funds, (C) shall not have any liability for any failure to take any such action and (D) shall have the right, to the extent the Representative Fund is exhausted, to request, with reasonable advance notice, that each Seller replenish the Representative Fund until the Representative Fund contains an amount equal to the initial amount used to fund the Representative Fund; provided, however, that no Seller shall be liable to replenish the Representative Fund for any amount that exceeds an amount equal to such Seller’s pro rata portion of the total amount, as determined in accordance with such Seller’s percentage of the Purchase Price, received, and in no event exceeding such Seller’s pro rata portion of the Final Purchase Price. (b) All decisions Notwithstanding anything contained in this Agreement to the contrary, prior to the determination of the Final Purchase Price and actions by the full payment of the Net Negative Adjustment Amount (if any) in accordance with Section 2.05, the Representative shall not be permitted to use any portion of the Representative Fund for any purpose, other than (i) to satisfy any payment obligation owed to Buyer pursuant to Section 2.05 and (ii) to pay the fees and expenses of the Representative incurred in its capacity as such or to pay amounts on behalf of the Sellers, in each case under this clause (ii) in an amount not to exceed $1,000,000 in the aggregate. Following the determination of the Final Purchase Price and the full payment of the Net Negative Adjustment Amount (if any) in accordance with Section 2.05, the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have permitted to use or disburse any remaining portion of the right to object, dissent, protest or otherwise contest the sameRepresentative Fund in accordance with this Section 9.17. (c) Subject Buyer and the Company after the Closing shall be entitled to rely exclusively upon the communications of the Representative, but only as it relates to the terms foregoing, as the communications of the Sellers. Neither Buyer nor the Company (A) need be concerned with the authority of the Representative to act on behalf of all Sellers hereunder, or (B) shall be held liable or accountable in any manner for any act or omission of the Representative in such capacity. (d) The agency established hereby may be changed from time to time upon not less than five days’ prior written notice to Buyer by the written consent of Sellers that held a majority of the Membership Interests immediately prior to the Closing. The Representative, or any successor hereafter appointed, may resign at any time by written notice to the Sellers (with a copy to Buyer). A successor Representative will be named by the written consent of the Sellers who held a majority of the Membership Interests immediately prior to the Closing. All power, authority, rights and conditions privileges conferred in this Agreement to Highlander Partners Candy, LLC will apply to any successor Representative. (e) The grant of authority provided for in this Section 9.17 is coupled with an interest and is being granted, in part, as an inducement to the Company, the Sellers and Buyer to enter into this Agreement and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto. (f) Except as otherwise provided in Section 9.17(a)(ii), the Representative shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder. In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder or thereunder, (A) the Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, upon unless by the ClosingRepresentative’s gross negligence or willful misconduct, the Buyer shall wire to and (B) the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by entitled to rely on the Representative as agent in a segregated client account and shall be used for the purposes advice of paying directlycounsel, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest public accountants or other earnings on amounts independent experts experienced in the Representative Expense Amount matter at issue, and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have error in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations judgment or advice. The Representative shall have no responsibility other act or liability for any loss of principal omission of the Representative Expense Amount other than as a result of its pursuant to such advice shall in no event subject the Representative to liability to any Seller unless by the Representative’s gross negligence or willful misconduct. As soon Except as practicable following set forth in the later of previous sentence, notwithstanding anything to the contrary contained herein, the Representative, in its role as Representative, shall have no liability whatsoever to the Acquired Companies or any other Person (i) other than Buyer). Each Seller, severally, shall indemnify the final release Representative up to, but not exceeding, an amount equal to such Seller’s pro rata portion of the final Net Milestone Payment or (ii) total amount, as determined in accordance with such Seller’s percentage of the final resolution Purchase Price, received, and in no event exceeding such Seller’s pro rata portion of the Final Purchase Price, against all damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any claims made under this Agreementjudgment against it, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposesof any nature whatsoever, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time arising out of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with any claim or in connection with any appeal thereof, relating to the acts or omissions of the Representative Expense Amounthereunder, except for such damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against the Representative that arise from the Representative’s gross negligence or willful misconduct. The foregoing indemnification shall not be deemed exclusive of any other right to which the Representative may be entitled apart from the provisions hereof. In the event of any indemnification under this Section 9.17(e), each Seller shall promptly deliver to the Representative full payment of its ratable share of such indemnification claim. All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Closing and/or any termination of this Agreement.

Representative. (a) By their execution Effective upon and by virtue of the Letter Shareholder Approval, and without any further act of Transmittal and/or Option Surrender Agreement, approval any of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this AgreementShareholders, the Company Equityholders Representative shall be hereby appoint the Representative appointed as the representative, representative of the Shareholders and as the attorney-in-fact and agent for and on behalf of the Company Equityholders in connection with the transactions contemplated by each Shareholder for purposes of this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow AgreementAgreements. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all will take such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to actions under this Agreement and the Escrow Agreement; including, employ, obtain Agreements and rely upon the advice otherwise on behalf of legal counsel, accountants and other professional advisors such Shareholders as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems may deem necessary or appropriate in its discretion in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreements and any other ancillary documents and negotiating and executing amendments, modifications, waivers or changes thereto (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Shareholder as compared to other Shareholders shall require the prior written consent of such Shareholder), (ii) taking all actions and making all filings on behalf of such Shareholders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed Agreements on behalf of the Company Equityholders that Shareholders, (iv) using the Representative deems Expense Amount to satisfy costs, expenses and/or liabilities of Representative in connection with matters related to this Agreement and/or Escrow Agreements as Representative, and (v) taking all other actions that are either necessary or appropriate in its discretion relating to the subject matter judgment of Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement as fully and completely as Agreements. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to Representative to keep the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders Shareholders reasonably informed with respect to claims for indemnification made by actions of Representative pursuant to the Buyer under Article VII; and (ix) receive service of process in connection with any claims authority granted Representative under this Agreement and which actions have a material impact on the Escrow Agreementamounts payable to the Shareholders. Each Shareholder shall promptly provide written notice to Representative of any change of address of such Shareholder. (b) All decisions A decision, act, consent or instruction of Representative hereunder shall constitute a decision, act, consent or instruction of all Shareholders and actions by the Representative shall be final, binding and conclusive upon all Company Equityholderseach of such Shareholders, and no Company Equityholder Parent may rely upon any such decision, act, consent or instruction of Representative as being the decision, act, consent or instruction of each and every such Shareholder. Parent and the Escrow Agent shall have the right be relieved from any liability to objectany Person for any acts done by them in accordance with such decision, dissentact, protest consent or otherwise contest the sameinstruction of Representative. (c) Subject Representative will incur no liability with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the deliberate fraud of Representative. In all questions arising under this Agreement or the Escrow Agreements, Representative may rely on the advice of outside counsel, and Representative will not be liable to any Shareholder for anything done, omitted or suffered in good faith by Representative based on such advice. (d) If and to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative extent that the Representative Expense Amount pursuant is not sufficient to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directlypay, or reimbursing the reimburse Representative for, any the expenses incurred in connection with the performance of duties hereunder by the Representatives, the Shareholders shall severally (each based on its proportionate share of any consideration paid or payable pursuant to this Agreement, the Escrow Agreement ) but not jointly indemnify Representative and hold Representative harmless against any such excess costs or any Representative engagement agreementexpense. The Shareholders shall severally (each based on its proportionate share of any consideration paid or payable pursuant to this Agreement) but not jointly indemnify Representative will and hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest Representative harmless against any and all loss, liability or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervisionexpense incurred, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence deliberate fraud on the part of Representative, that arises from or willful misconductrelates to the acceptance or administration of Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by Representative. As soon as practicable following the later of (i) the final After release of all Post-Closing Indemnity Escrow Funds and completion of the final Net Milestone Payment or (ii) the final resolution of any claims made under this AgreementRepresentatives duties hereunder, the Representative shall distribute the Representative Account Payment (if any) and to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, extent any portion of the Representative Expense Amount is unspent, Representative will take reasonable steps to distribute any such remaining portion as contemplated by Sections 1.06(a) and 1.06(b). (e) At any time Shareholders representing at least seventy percent (70%) in interest of the Shareholders may, by written consent, appoint a new representative as Representative. Notice together with a copy of the written consent appointing such new representative and bearing the signatures of Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and, if applicable, the Escrow Agent not less than ten (10) days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. For the purposes of this Section 10.01, "seventy percent (70%) in interest of the Shareholders" shall mean Shareholders representing in the aggregate at least 70% of the percentage Shareholders' interests in the any consideration paid or payable pursuant to this Agreement. (f) In the event that Representative becomes unable or unwilling to continue in his or its capacity as Representative, or if Representative resigns as a Representative, Shareholders representing at least seventy percent (70%) in interest of the Shareholders may, by written consent, appoint a new representative as Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and, if applicable, the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. (g) The grant of authority provided for herein (i) is coupled with an interest and shall be treated as having been received irrevocable and voluntarily set aside by survive the Company Equityholders at death, incompetency, bankruptcy or liquidation of any Shareholder, and (ii) shall survive the time consummation of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountMerger.

Representative. (a) By their execution Each of the Letter of Transmittal and/or Option Surrender AgreementSellers hereby appoints Mxxxxx Xxxxxxx, approval of the Merger his agent and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithfact, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have Sellers’ representative (the power “Representative”) for and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Sellers, to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required and communications, to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction authorize payment to Procera of Escrow Shares from the Escrow Agent; (viii) Fund in satisfaction of claims by Procera, to object to such payments, to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for indemnification made the accomplishment of the foregoing, or (ii) specifically mandated by the Buyer under Article VIIterms of this Agreement. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to Procera; and (ix) receive service provided, however, that the Representative may not be removed unless holders of process a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in connection with any claims under this Agreement the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from the Sellers. The Escrow AgreementAgent shall have no duty to recognize a successor Representative, and shall incur no liability and shall be fully protected in failing to recognize the actions of the successor Representative, unless and until it has received written notice of the identity of such successor Representative as well as a specimen signature of such successor Representative. (b) All decisions The Representative shall not be liable for any act done or omitted hereunder as the Representative while acting in good faith and actions in the exercise of reasonable judgment. The Sellers on whose behalf the Escrow Shares was contributed to the Escrow Fund shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. After all claims for losses by Procera have been satisfied, or reserved against, the Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period, by Representative’s written request to the Escrow Agent, payments and reimbursement for any expenses incurred by Representative shall be binding upon all Company Equityholders, in connection with the Representative’s representation of the Sellers in connection with this Escrow Agreement. The Escrow Agent may absolutely rely on such written request and no Company Equityholder shall have no duty to determine the right to object, dissent, protest or otherwise contest authority of the sameRepresentative in making such request. (c) Subject A decision, act, consent or instruction of the Representative, including but not limited to the terms and conditions an amendment, extension or waiver of this AgreementAgreement pursuant to Section 16 hereof, shall constitute a decision of the Sellers and shall be final, binding and conclusive upon the ClosingSellers; and the Escrow Agent and Procera may rely upon any such decision, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyeract, which shall be held by consent or instruction of the Representative as agent in a segregated client account and shall be used for being the purposes decision, act, consent or instruction of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementSellers. The Representative will hold these funds separate Escrow Agent and Procera are hereby relieved from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign any liability to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability person for any loss of principal acts done by them in accordance with such decision, act, consent or instruction of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountRepresentative.

Representative. (a) By their execution virtue of the Letter of Transmittal and/or Option Surrender AgreementCompany Required Stockholder Consent, approval this Agreement and the transactions contemplated hereby by the Company Stockholders, each of the Merger Company Stockholders shall be deemed to have agreed to appoint Hxxxxx Xxxxxxxxx (the “Representative”) as its agent and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithfact, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power for and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Stockholders to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required and communications, to be given or received by the Company Equityholders under this Agreement; (vii) give authorize payment to any written direction to Indemnified Party from the Escrow Agent; (viii) Fund in satisfaction of claims by such Indemnified Party pursuant to Section 7.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement such claims, to assert, negotiate, enter into settlements and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholderscompromises of, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms demand arbitration and conditions comply with orders of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account courts and shall be used for the purposes awards of paying directly, or reimbursing the Representative forarbitrators with respect to, any expenses incurred pursuant other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest the transactions contemplated hereby or thereby, and to take all other earnings on amounts actions that are either (i) necessary or appropriate in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal judgment of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following for the later of (i) the final release accomplishment of the final Net Milestone Payment foregoing or (ii) specifically mandated by the final resolution terms of this Agreement or the Escrow Agreement. The identity of the Representative may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Purchaser; provided, however, that the Representative may not be removed unless holders of at least two-thirds of the interest of the Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. Notices or communications to or from the Representative shall constitute notice to or from the Company Stockholders. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders; and each of the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Company Stockholders. Each of the Escrow Agent and Purchaser is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, and any fees and expenses incurred by the Representative in connection with the performance of his duties under this Agreement or the Escrow Agreement (“Representative Expenses”). Following the Expiration Date and the satisfaction of all claims made under this Agreementby Indemnified Parties for Losses, the Representative shall distribute have the right to recover Representative Account Payment (if any) Expenses from the Escrow Fund prior to the Buyer and/or its paying agent for any distribution to the Company Equityholders. For tax purposesStockholders, and prior to any such distribution, shall deliver to Purchaser and the Escrow Agent a certificate setting forth the Representative Expenses actually incurred; provided, that, the Escrow Agent shall release up to One Hundred Thousand Dollars ($100,000) to the Representative Expense Amount shall be treated as having been received and voluntarily set aside from the Escrow Fund at any time, upon receipt of a certificate setting forth such Representative Expenses, to cover any Representative Expenses incurred by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountperformance of the Representative’s duties with respect to any Third Party Claim in accordance with Section 7.6.

Representative. (a) By In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration, (ii) the waiver of any condition to the obligations of the Equity Holders to consummate the transactions contemplated hereby and (iii) the dispute, defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to this Agreement, the Principal Stockholders, by their execution of the Letter of Transmittal and/or Option Surrender this Agreement, and the other Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint designate the Representative as the their representative, attorney-in-fact and agent agent. (b) The Principal Stockholders, by their execution of this Agreement, and the other Equity Holders, by the approval of the Company Equityholders Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, hereby authorize the Representative (i) to make all decisions relating to the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration pursuant to Section 1.9, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Equity Holders to consummate the transactions contemplated by this Agreement and hereby, or the Escrow Agreement and in dispute, defense and/or settlement of any litigation or arbitration involving this Agreement claims for which the Equity Holders may be required to indemnify the Buyer and/or the Escrow Agreement. In connection therewithSurviving Corporation pursuant to Article VI hereof, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices permitted or required to be given under this Agreement, (iv) to execute and deliver the Escrow Agreement and (v) to take any and all additional action as is contemplated to be taken by or received on behalf of the Equity Holders by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Equity Holders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Equityholders under this Agreement; (vii) give any written direction Stockholders, and such substituted representative shall be deemed to be the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises Representative for all purposes of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreementdocuments delivered pursuant hereto. (bd) All decisions and actions by of the Representative on behalf of the Equity Holders shall be deemed to be facts ascertainable outside of this Agreement and shall be binding upon all Company EquityholdersEquity Holders, and no Company Equityholder Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyer relating to the determination of the Final Closing Adjustment, the Adjusted Transaction Consideration or the dispute, defense or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall constitute a decision, act, consent, instruction or action of all Equity Holders and shall be binding and conclusive upon each of such Equity Holders and the Parties, the Surviving Corporation and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Equity Holder. The Buyer, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Equity Holder for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (ce) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to The Representative will receive no compensation for services as the Representative except as set forth in that certain Engagement Agreement to be entered into among the Representative Expense Amount pursuant to wire instructions provided to the Buyerand certain Company Stockholders. The Equity Holders will pay all (i) professional fees and expenses of any attorney, which shall be held accountant or other advisors or expert retained by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing other reasonable out-of-pocket expenses incurred by the Representative for, any expenses incurred pursuant to in connection with the performance of the Representative’s duties under this Agreement, Agreement and the Escrow Agreement and (ii) any and all losses, liabilities, damages, claims, penalties, fines, forefeitures, actions, fees, costs and expenses actually incurred or suffered by the Representative in connection with this Agreement or the Escrow Agreement as the Representative (collectively, the “Representative Expenses”) in each case as such Representative Expense is suffered or incurred; provided, that in the event any such Representative engagement agreement. The Expense is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in reimburse the Equity Holders the amount of such indemnified Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervisionextent attributable to such fraud, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following Such Representative Expenses may only be recovered by the later of Representative from (i) the final release of the final Net Milestone Payment or Representative Expense Fund, (ii) the final resolution Escrow Fund (as set forth below) and (iii) the Equity Holders directly; provided that while this Section allows the Representative to be paid from the Representative Expense Fund and the Escrow Fund, this does not relieve the Equity Holders from their obligation to promptly pay such Representative Expenses as such Representative Expenses are actually suffered or incurred, nor does it prevent the Representative from seeking any remedies against the Equity Holders available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Equity Holders or otherwise. Following the exhaustion of the Representative Expense Fund and the expiration of the Representative Period and the resolutions of all pending claims related thereto (and, for the avoidance of doubt, at no time prior thereto), the Representative shall have the right to recover Representative Expenses from the Escrow Fund prior to any distribution to the Equity Holders. The Equity Holders will on an individual and several basis (and not jointly as to or with any other Equity Holder) indemnify, defend, hold harmless and reimburse, on an Equity Holder Pro Rata Basis, the Representative for Representative Expenses, in each case as such Representative Expenses are incurred. Notwithstanding the foregoing, the Representative shall first seek reimbursement and recovery from the Representative Expense Fund, and only thereafter directly from the Equity Holders in accordance with the terms of this Agreement. The Equity Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement, and the Representative and the Equity Holders acknowledge and agree that the provisions of this paragraph (e) shall impose no obligations on the Company, the Surviving Corporation, the Buyer or any of their respective Affiliates. (f) By his, her or its execution of this Agreement, each Principal Stockholder, and by their approval of the Merger and adoption of this Agreement, and/or their acceptance of any consideration pursuant to this Agreement, each other Equity Holder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI or any other actions required or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) no Equity Holder shall have any cause of action against the Representative for, and the Representative shall have no liability to any Equity Holder in connection with, any action taken or omitted, decision made or instruction given by the Representative under this Agreement, except in the event of liability directly resulting from fraud, gross negligence or willful misconduct on the part of the Representative; (iii) each such Equity Holder will, on an individual and several basis based on their Equity Holder Pro Rata Basis (and not jointly as to or with any other Equity Holder) indemnify, defend and hold harmless the Representative in accordance with Section 1.11(e) above; provided, that that Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, first seek recovery from the Representative Expense Amount Fund; (iv) the provisions of this Section 1.11 are independent and severable, are irrevocable and coupled with an interest and shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent enforceable notwithstanding any rights or in remedies that any similar capacity Equity Holder may have in connection with the Representative Expense Amounttransactions contemplated by this Agreement; (v) remedies available at Law for any breach of the provisions of this Section 1.11 are inadequate; therefore, the Buyer and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.11; and (vi) the provisions of this Section 1.11 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and any references in this Agreement to an Equity Holder or the Equity Holders shall mean and include the successors to the Equity Holder’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

Representative. (a) By their execution Participant hereby consents to the appointment of Fortis Advisors LLC (the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger “Representative”) as his or her agent and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, true and lawful attorney-in-fact with the powers and authority as set forth in the Merger Agreement. The Representative shall be the exclusive agent for and on behalf of Participant to (i) execute, as Stockholders’ Agent, the Company Equityholders Merger Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreementthereby; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices notices, instructions, and communications permitted or required under the Merger Agreement or any other agreement, document or instrument entered into or executed in connection therewith, for and on behalf of Participant, to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to the Merger Agreement or any of the transactions and other matters contemplated thereby (except to the extent that the Merger Agreement expressly contemplates that any such notice or communication shall be given or received by each Participant individually); (iii) review, negotiate and agree to and authorize deliveries to Acquiror of from the Company Equityholders under this Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to ARTICLE 8 of the Merger Agreement; ; (viiiv) give any written direction object to such claims pursuant to Section 8.5 of the Escrow Agent; Merger Agreement; (viiiv) consent or agree to, negotiate, enter into into, or, if applicable, contest, prosecute or defend, settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and court orders take or forego any or all actions permitted or required of Participant or necessary in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of the Merger Agreement; (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Converting Holders and Management Plan Participants; (vii) consent or agree to any amendment to the Merger Agreement or to waive any terms and conditions of the Merger Agreement providing rights or benefits to the Participants (other than with respect to claims the payment of the Merger Consideration) in accordance with the terms thereof and in the manner provided therein; and (viii) take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for indemnification made the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Representative shall be the sole and exclusive means of asserting or addressing any of the above, and Participant shall not have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by Participant or by operation of law, whether by the Buyer under Article VII; and (ix) receive service death or incapacity of process in connection with Participant or the occurrence of any claims under this Agreement other event, and any action taken by the Escrow AgreementRepresentative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Converting Holder or Management Plan Participant or the Representative will have received any notice thereof. (b) All decisions and actions expenses, if any, reasonably incurred by the Representative shall in connection with the performance of his duties as the Representative will be binding upon all Company Equityholdersborne and paid by the Converting Holders and Management Plan Participants, including Participant (the “Stockholder Representative Expenses”). If the Agent Expense Fund is exhausted and if not otherwise paid directly to the Representative by the Converting Holders or Management Plan Participants, the Stockholder Representative Expenses may be recovered by the Representative from the Holdback Fund otherwise distributable to the Converting Holders and Management Plan Participants (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the expiration of the Holdback Period pursuant to the terms of the Merger Agreement, at the time of distribution, and no Company Equityholder shall have such recovery will be made from the right Converting Holders and Management Plan Participants according to object, dissent, protest or otherwise contest the sametheir respective Pro Rata Shares. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to The Person serving as the Representative the Representative Expense Amount pursuant may be replaced from time to wire instructions provided to the Buyer, which shall be held time by the Representative as agent holders of a majority in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other Holdback Fund upon not less than as a result thirty (30) days’ prior written notice to Acquiror. (d) The Converting Holders and Management Plan Participants shall severally indemnify the Stockholders’ Agent Group and hold harmless the Stockholders’ Agent Group against any losses, liabilities, claims, damages, costs, fees, expenses (including fees, disbursements and costs of its skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement incurred without gross negligence negligence, willful misconduct or willful misconduct. As soon as practicable following bad faith on the later of (i) the final release part of the final Net Milestone Payment Stockholders’ Agent Group and arising out of or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the acceptance or administration of its duties under the Merger Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders’ Agent. (e) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative Expense Amountthat is within the scope of the Representative’s authority under Section 8.7(a) of the Merger Agreement shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Converting Holders and Management Plan Participants and shall be final, binding and conclusive upon each such Converting Holder and Management Plan Participant; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Converting Holder and Management Plan Participant. Acquiror and the other Indemnified Persons have been relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative.

Representative. (a) By their execution The individual listed on Section 8.16 of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders Disclosure Schedule is hereby appoint the Representative appointed as the representative, true and lawful attorney-in-fact and agent of the Company Equityholders Members (the “Representative”) to execute any and all instruments or other documents, and to do any and all other acts or things, in the Members’ names and on their behalf, that the Representative may deem necessary or advisable, or that may be required pursuant to this Agreement, the Escrow Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, the Representative shall have the full power and authority, in the names of the Members and on their behalf, to: (i) agree with Parent with respect to any matter or thing required or deemed necessary by the Representative in connection with the provisions of this Agreement calling for the agreement of the Members, give and receive notices on behalf of all Members, and act on behalf of the Members in connection with any matter as to which the Members are or may be obligated to indemnify Parent under this Agreement, all in the absolute discretion of the Representative; (ii) interpret the terms and provisions of this Agreement; (iii) dispute or fail to dispute any Losses claimed hereunder and to negotiate and compromise any dispute which may arise under this Agreement and to sign any releases or other documents with respect to any such dispute, including the Escrow Agreement interpretation of, disputing or failing to dispute the composition or amount of Cash, Debt, Closing Working Capital, Transaction Expenses or any item on the Closing Statement and negotiating and signing any release in respect of any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: dispute that may arise under Section 2.10; (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iiiiv) execute and deliver all amendmentsancillary agreements, certificates, statements, notices, approvals, extensions, waivers, ancillary agreementsundertakings, certificates amendments and other documents that the Representative deems necessary required or appropriate permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; ; (v) do or refrain from doing any further act or deed on behalf receive funds and give receipt for funds, including in respect of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Initial Merger Consideration, and any adjustment thereto, and to distribute to the subject matter of this Agreement or Members the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; Per Unit Merger Consideration to which they are entitled; (vi) give and receive take all notices required action necessary or desirable in connection with the waiver of any condition to be given or received the obligations of Members to consummate the transactions contemplated by the Company Equityholders under this Agreement; ; and (vii) give any written direction to the Escrow Agent; (viii) agree toin general, negotiatedo all things and perform all acts, enter into settlements including, without limitation, executing and compromises of delivering all agreements, certificates, receipts, consents, elections, instructions, and comply with arbitration awards and court orders with respect to claims for indemnification made other instruments or documents contemplated by, or deemed by the Buyer under Article VII; and (ix) receive service of process Representative to be necessary or advisable in connection with any claims under with, this Agreement and the Escrow Agreement. (b) All decisions and actions Any approval, consent, election, notice, decision, agreement, amendment, or other action of the Members required or permitted under, or otherwise provided for in, this Agreement shall be conclusively deemed given, made, or taken (as the case may be) if given, made, or taken by the Representative for the Members, and Parent shall be binding upon entitled to rely on any notice or other document (of any kind) executed or delivered by the Representative for all Company Equityholderssuch purposes. In addition, each Member hereby releases and no Company Equityholder shall have discharges Parent from and against any Losses arising out of or in connection with the right Representative’s failure to object, dissent, protest or otherwise contest distribute any amounts received by the sameRepresentative on behalf of the Members. (c) Subject The power of attorney created under this Agreement is coupled with an interest and shall be binding and enforceable on and against the respective heirs, personal representatives, successors, and assigns of the Members, and the power of attorney shall not be revoked or terminated by the death, disability, bankruptcy, incompetency, dissolution or termination of any Member, its heirs, personal representatives or its respective successors or assigns. (d) In the event that the individual listed on Section 8.16 of the Disclosure Schedule (or any subsequent Representative appointed pursuant to this paragraph) resigns or otherwise becomes unable to serve, the Members shall, within 30 days after notice thereof, determine and designate by consent of those Members who held a majority of the Units immediately prior to the terms Effective Time, a successor Representative who shall have all of the rights, powers and conditions of authority conferred on the Representative in this Agreement, upon and if the ClosingMembers fail so to designate such successor within such period, any Member or Parent may petition a court of appropriate jurisdiction for appointment of such successor Representative. The Members agree to promptly notify Parent in writing of any change of the Buyer Representative and Parent shall wire be entitled to rely on any action taken by Representative prior to receipt of notice of such change. (e) Neither the Representative nor any agent employed by it shall incur any liability to any Member by virtue of the failure or refusal of the Representative for any reason to consummate the transactions contemplated hereby or relating to the performance of its other duties hereunder, except for actions or omissions constituting fraud or willful misconduct. The Representative hereby is authorized to receive and hold the Representative Expense Amount pursuant Reserve Holdback and to wire instructions provided disburse funds on behalf of the Members from and out of the Expense Reserve Holdback from time to time in order to satisfy any obligations of the BuyerMembers arising out of the transactions contemplated by this Agreement, which shall be held including, without limitation, filing fees, costs and expenses of attorneys and accountants and other experts engaged by the Representative as agent in a segregated client account on behalf of the Members, and shall be used for any other contingent or unforeseen liabilities or obligations of the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementMembers. The Representative will hold these distribute any funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts remaining in the Representative Expense Amount Reserve Holdback to the Members in accordance with their Allocable Shares no later than sixty (60) days after the Closing Working Capital calculation and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal calculation of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) Final Merger Consideration are finally determined pursuant to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountSection 2.10.

Representative. (a) By their execution virtue of the Letter execution and delivery of Transmittal a Joinder Agreement and/or Option Surrender Agreementa Stockholder Written Consent, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Indemnifying Parties shall be deemed to have agreed to appoint, and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreementhereby designates, the Company Equityholders hereby appoint the Shareholder Representative Services LLC as the representative, its agent and attorney-in-fact fact, as the Representative for and agent on behalf of the Company Equityholders Indemnifying Parties for all purposes in connection with the transactions contemplated by this Agreement and the Escrow Agreement agreements ancillary hereto, including to give and receive notices and communications in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in respect of indemnification claims under this Agreement, shall have to authorize payment to any Indemnified Party from the power and authority to: (i) act for the Company Equityholders with regard Holdback Amount in satisfaction of any indemnification claims hereunder by any Indemnified Party, to all matters pertaining object to this Agreement and the Escrow Agreement; includingsuch payments, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for indemnification made the accomplishment of the foregoing or (ii) mandated or permitted by the Buyer under Article VII; and (ix) receive service terms of process in connection with any claims under this Agreement or the agreements ancillary hereto. Such agency may be changed by the Indemnifying Parties from time to time upon not less than thirty (30) calendar days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of a two-thirds interest of the Holdback Amount agree to such removal and to the Escrow Agreementidentity of the substituted agent. The Representative may resign at any time. Notwithstanding the foregoing, in the event of a resignation of the Representative or other vacancy in the position of Representative, such vacancy may be filled by the holders of a majority in interest of the Holdback Amount. No bond shall be required of the Representative. After the Closing, notices or communications to or from the Representative shall constitute notice to or from the Indemnifying Parties. (b) All decisions and actions by the The Representative shall not be binding upon all Company Equityholders, and no Company Equityholder shall have liable for any act done or omitted in connection with the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred Representative’s services pursuant to this Agreement, the Escrow Agreement or and any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts agreements ancillary hereto except in the Representative Expense Amount and event of liability directly resulting from the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervisionRepresentative’s bad faith, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon The Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Indemnifying Parties shall severally, and not jointly, solely for its, his or her Aggregate Pro Rata Portion, indemnify and defend the Representative and hold the Representative harmless from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder or under any agreements ancillary hereto, including the reasonable fees and expenses of any legal counsel retained by the Representative (“Representative Expenses”), in each case, as practicable following such Representative Expense is incurred or suffered; provided, that in the later event that any such Representative Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Indemnifying Parties the amount of such indemnified Representative Expense to the extent attributable to such gross negligence or willful misconduct; provided, further, that the liability of each Indemnifying Party for indemnification claims by the Representative under this Agreement shall be limited, in the aggregate, to a dollar amount equal to the portion of the Total Consideration actually received by such Indemnifying Party pursuant to this Agreement (without regard to any withholding applicable to such payments). If not paid directly to the Representative by the Indemnifying Parties, any such Representative Expenses may be recovered by the Representative from (i) the final release of the final Net Milestone Payment or Representative Expense Amount and (ii) the final resolution amounts of the Holdback Amount at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties in accordance with the terms of this Agreement. The Representative Expense Amount shall be available to pay directly, or reimburse the Representative for, any Representative Expenses. For the avoidance of doubt, while this Section 7.6(b) allows the Representative to be paid from the Representative Expense Fund and the Holdback Amount, this Section 7.6(b) shall not limit the obligation of any claims made Indemnifying Party to promptly pay such Representative Expenses as they are incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this Section 7.6. The Indemnifying Parties acknowledge and agree that the foregoing indemnities in this Section 7.6(b) will survive the resignation or removal of the Representative or the termination of this Agreement. Following the completion of the Representative’s duties, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, such portion of the Representative Expense Amount shall be treated as having that has not been received used to reimburse the Representative for Representative Expenses, if any, to the Paying Agent and voluntarily set aside by the Company Equityholders at the time Surviving Corporation (in respect of Closing. The Representative is not acting as a withholding agent or amounts held in any similar capacity in connection with the Representative Expense AmountFund on behalf of holders of Vested Company Options), who will each promptly distribute such funds to the Indemnifying Parties in accordance with their respective Pro Rata Portions. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.2 or Section 8.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and Parent and their respective Affiliates (including the Surviving Corporation) may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent and its respective Affiliates (including the Surviving Corporation) are hereby relieved from any liability to any Person (including the Holders) for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.

Representative. Each Seller hereby (aand each other Seller Party pursuant to the Required Documentation shall thereby) By their execution appoints the Representative for and on behalf of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger Seller Parties to give and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact receive notices and agent of the Company Equityholders communications in connection with the transactions contemplated by this Agreement and the Escrow Agreement transactions contemplated hereby, to authorize and in any litigation or arbitration involving this Agreement and/or agree to adjustments to the Escrow Agreement. In connection therewithBuyer Shares, the Representative is authorized to do or refrain from doing all further acts Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and things, the Earnout Funds under Article 1 and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in other applicable provisions of this Agreement, shall have to authorize distribution of the power Escrow Shares, the Escrow Funds, the Adjustment Shares and authority to: (i) act for the Company Equityholders with regard Adjustment Funds, to take all matters pertaining actions on behalf of the Seller Parties pursuant to this Agreement and the Escrow Agreement; includingany Ancillary Agreement to which any Seller Party is a party, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver take all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the Escrow Agreement; termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (iv) receive funds, make payments of fundsor such other Seller Party), and give receipts for funds; any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (vor such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) do to be given to any Seller Party hereunder or refrain from doing pursuant to any further act or deed Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process Seller Parties in connection with any claims made under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest Articles 6 or otherwise contest the same. (c) Subject to the terms and conditions 7 of this Agreement, upon to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementSeller Parties. The Representative will hold these funds separate from may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its corporate fundsintent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Company Equityholders shall not receive interest Seller Parties may remove or other earnings on amounts in replace the Representative Expense Amount and by a vote of holders that own a majority of the Company Equityholders irrevocably transfer and assign Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations will constitute notice to or advice. The Representative shall have no responsibility or liability for any loss of principal from each of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountSeller Parties.

Representative. Xxxxxxx Xxxxx (athe “Representative”) By their is hereby designated by each of the Shareholders to serve as the representative of the Shareholders with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Each of the Shareholders, by execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint irrevocably appoints the Representative as the representativeagent, proxy and attorney-in-fact for such Shareholder for all purposes of this Agreement, including full power and agent of authority on such Shareholder’s behalf (a) to consummate the Company Equityholders transactions contemplated herein, (b) to pay such Shareholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the transactions contemplated by this Agreement negotiation and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in performance of this Agreement, shall have the power (c) to disburse any funds received hereunder to such Shareholder and authority to: to each other Shareholder, (id) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendmentsany certificates representing the Company’s shares of beneficial interest and execution of such further instruments as Merger Corp. shall reasonably request, waivers, ancillary agreements, certificates (e) to execute and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed deliver on behalf of the Company Equityholders that the Representative deems necessary such Shareholder any amendment or appropriate in its discretion relating waiver hereto, (f) to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive take all notices required other actions to be given taken by or received by the Company Equityholders under this Agreement; on behalf of such Shareholder in connection herewith, (viig) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements settle, compromise and compromises of and comply with arbitration awards and court orders with respect to otherwise handle all claims for indemnification made by the Buyer under Article VII; and any Indemnitee pursuant to Section 9.1 hereof and (ixh) receive service of process in connection with to do each and every act and exercise any claims and all rights which such Shareholder or Shareholders collectively are permitted or required to do or exercise under this Agreement Agreement. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the Escrow Agreement. (b) All decisions and actions by consent of the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for survive the purposes death, incapacity or bankruptcy of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementShareholder. The Representative will hold these funds separate from has a duty to serve in good faith and to perform its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in designated role under the Agreement but, neither the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign nor any agent employed by him shall incur any liability to any Shareholder relating to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervisionperformance of his duties hereunder except for actions or omissions constituting fraud, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence bad faith or willful misconduct. As soon Upon the death or disability of Xxxxxxx Xxxxx or the resignation of Xxxxxxx Xxxxx as practicable following the later Representative (such resignation shall only be effective upon delivery of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) written notice to the Buyer and/or its paying agent for distribution to Shareholders and the Company Equityholders. For tax purposesSurviving Trust), Xxxxxx Xxxxxx shall become the designated Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amounthereunder.

Representative. The Sellers hereby irrevocably designate and appoint Xxxxx Xxxxxx (athe “Representative”) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, agent and attorney-in-fact for the Sellers and agent the Representative is authorized and empowered to act, for and on behalf of any or all of the Company Equityholders Sellers (with full power of substitution in the premises), in connection with the transactions contemplated by indemnity provisions of this Section 7 as they relate to the Sellers generally, the Adjustment Amount, the Revenue Adjustment, the Holdback Amount, the notice provision of this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents other matters as the Representative shall deem are reasonably necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated in this Agreement, including, without limitation, to act as the representative of Sellers to review and authorize all set-offs, claims and other payments authorized or directed by this Section 7 and dispute or question the accuracy thereof, to compromise on their behalf with Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement. In the event that the person serving as Representative dies or becomes disabled or resigns (by written notice to the parties), a replacement shall be designated within ten (10) days by those Sellers receiving a majority of the Purchase Price. The Representative shall not be liable, in his capacity as representative of the Sellers, to any Seller and their respective affiliates with respect to any action taken or omitted to be taken by the Representative under or in connection with this Agreement in his capacity as representative of the Sellers unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the Escrow Agreement; (iv) receive fundspart of the Representative. The Sellers acknowledge and agrees that Representative will be an employee of the Company after the Closing. Each Seller who receives any portion of the Purchase Price, make payments of funds, by acceptance thereof and give receipts for funds; (v) do or refrain from doing without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Buyer to enter into this Agreement is based, in part, on the appointment of a representative to act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow AgreementSellers. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. By executing this Agreement, each of the Members shall be deemed to have irrevocably constituted and appointed [INSIGHT ENTITY] (ain the capacity described in this Section 7.18 and each successor as provided below, the “Representative”) By their as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger documents and adoption of this Agreement and/or their acceptance of any consideration certificates required pursuant to this Agreement, ; (ii) except to the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly extent specifically provided in this Agreement, shall have the power Agreement receipt and authority to: (i) act for the Company Equityholders with regard to all matters pertaining forwarding of notices and communications pursuant to this Agreement and the Escrow Agreement; including(iv) administration of the provisions of this Agreement; (v) any and all consents, employwaivers, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as amendments or modifications deemed by the Representative, in its sole and absolute discretion, deems to be necessary or advisable in appropriate under this Agreement and the performance execution or delivery of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and any documents that the Representative deems may be necessary or appropriate in connection with the consummation of the transactions contemplated by therewith; (vi) amending this Agreement or any of the Escrow instruments to be delivered to the Corporation pursuant to this Agreement; ; (ivvii) receive fundstaking actions Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, make payments on behalf of fundssuch Members, any dispute that may arise under, and give receipts exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. The Representative may resign upon [[__] days’] written notice to the Corporation. If the Representative is unable or unwilling to so serve, then the Members, as applicable, holding a majority of the common units owned by such Members outstanding on the date hereof, shall elect a new Representative. All reasonable, documented out-of-pocket costs and expenses incurred by the Representative in its capacity as such shall be promptly reimbursed by the Corporation upon invoice and reasonable support therefor by the Representative. To the fullest extent permitted by law, none of the Representative, any of its Affiliates, or any of the Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for funds; (v) do damages arising from any action taken or refrain from doing omitted to be taken by the Representative or any further other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or deed omission suffered or taken by it on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement LLC or the Escrow Agreement as fully Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and completely as in accordance with the Company Equityholders could do if personally present; (vi) give advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises due care of and comply with arbitration awards and court orders such Covered Person with respect to claims for indemnification made by such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Buyer under Article VII; and (ix) receive service of process Covered Persons may rely in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholdersgood faith upon, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of to the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this AgreementLLC, the Representative shall distribute Corporation or the Representative Account Payment (if any) Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to the Buyer and/or its paying agent for distribution be genuine and to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having have been received and voluntarily set aside signed or presented by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent proper party or in any similar capacity in connection with the Representative Expense Amountparties.

Representative. (a) By their execution The Representative is hereby appointed, authorized and empowered to act as a representative by and for the benefit of the Letter of Transmittal and/or Option Surrender AgreementSecurityholders, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-exclusive agent and attorney in fact and agent to act on behalf of the Company Equityholders each Securityholder in connection with with, and to facilitate the consummation of the transactions contemplated by hereby, which shall include the power and authority: (i) to execute and deliver this Agreement and the Escrow Agreement and (with such modifications or changes therein as to which the Representative, in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreementits sole discretion, shall have consented) on behalf of the power Securityholders and authority to: (i) act for the Company Equityholders with regard to all matters pertaining agree to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors such amendments or modifications thereto as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representativedetermines to be desirable; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates such waivers and documents that the Representative deems necessary or appropriate consents in connection with this Agreement, the Escrow Agreement and the consummation of the transactions contemplated by hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable, including any amendments or modifications to this Agreement or Agreement; (iii) to collect and receive all moneys and other proceeds and property payable to the Securityholders from the Escrow Account as described herein or otherwise payable to the Securityholders pursuant to this Agreement, including the funds in the Escrow Account and any portion of or earnings accrued thereon which may be distributable to the Securityholders, in accordance with the Escrow Agreement, and, subject to any applicable withholding retention laws, to disburse and pay the same to each Securityholder in accordance with the terms of this Agreement; (iv) receive fundsas the Representative, make payments of funds, to enforce and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf protect the rights and interests of the Company Equityholders that Securityholders and to enforce and protect the rights and interests of the Representative deems necessary arising out of or appropriate under or in its discretion any manner relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement and each other agreement, document, instrument or certificate referred to herein or the transactions provided for herein, and to take any and all actions which the Representative believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Securityholders, including asserting or pursuing any Claim against Purchaser or the Company, defending any third party Claims or Claims by any Purchaser Indemnified Party, consenting to, compromising or settling any such Claims, conducting negotiations with any Purchaser Indemnified Party or the Company and 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 Purchaser or the Company or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest other Person, or other earnings on amounts in by any Governmental Authority against the Representative, any or all of the Securityholders, the Escrow Amount or Representative Expense Amount and receive process on behalf of any or all of the Company Equityholders irrevocably transfer Securityholders in any such Claim, action, proceeding or investigation and assign compromise or settle on such terms as the 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 Representative may deem advisable or necessary, and (D) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation (it being understood that the 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); (v) to refrain from enforcing any right of the Securityholders or any of them and/or the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by such Securityholders unless such waiver is in writing signed by the waiving party or by the Representative; (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Escrow Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith; (vii) to provide notice and instructions to the Escrow Agent and to authorize disbursement of funds from the Escrow Account in accordance with this Agreement; and (viii) to make any payments or pay any expenses under or in connection with this Agreement or on behalf of the Securityholders. (b) The Representative shall not be entitled to any ownership right fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its third party expenses incurred as the Representative. In connection with this 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 Representative hereunder (i) the Representative shall incur no responsibility whatsoever to any Securityholders 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 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 error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject the Representative to liability to any Securityholder. (c) In the event that they may have any amount is owed to the Representative, whether for fees, expense reimbursement or indemnification, that is in any interest that may accrue on amounts in excess of the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute be entitled to be reimbursed by the Securityholders, and the Securityholders agree to so reimburse the Representative, and made whole for such shortfall. Upon written notice from the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution Securityholders as to the Company Equityholders. For tax purposesexistence of a shortfall, including a reasonably detailed description as to such shortfall, each Securityholder shall promptly deliver to the Representative Expense Amount full payment of his or her ratable share of the amount of such shortfall based upon such holder’s pro rata portion of the Final Merger Consideration. (d) The Purchaser and the Surviving Company shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement (including the Escrow Agreement) all of which actions or omissions shall be treated as having been received legally binding upon the Securityholders. (e) The grant of authority provided for herein (i) is coupled with an interest and voluntarily set aside by shall be irrevocable and survive the Company Equityholders at death, incompetency, bankruptcy or liquidation of any Securityholder and (ii) shall survive the time consummation of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amounttransactions contemplated hereby.

Representative. (a) By their execution of In order to efficiently administer certain matters contemplated hereby following the Letter of Transmittal and/or Option Surrender Closing, including any actions that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in this Agreement, approval of the Merger and Share Recipients, by the adoption of this Agreement and/or their and acceptance of consideration under this Agreement, hereby designate and empower Shareholder Representative Services LLC as the Representative for all purposes in connection with this Agreement and the Lock-Up Agreements or any agreements ancillary hereto or thereto. (b) In the event the Representative dies, becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Share Recipients, who together are entitled to a majority of the Total Consideration at such time shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By their adoption of this Agreement and acceptance of consideration pursuant to under this Agreement, the Company Equityholders Share Recipients hereby appoint agree, in addition to the foregoing, that: (i) the Representative as shall constitute the true and lawful representative, agent and attorney-in-fact of each Share Recipients with full power in his, her or its name and agent on his, her or its behalf to act according to the terms of this Agreement and in general to do all things and to perform all acts including, without limitation, executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement. The Representative hereby accepts such appointment; (ii) the Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Company Equityholders Share Recipients; (iii) the Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Share Recipients (in the name of any or all of the Share Recipients or otherwise) any and all documents that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Representative may, in its sole discretion, determine to be appropriate, (B) give and receive notices and other communications relating to this Agreement and the transactions contemplated hereby and thereby (except to the extent that this Agreement contemplates that such notice or communication shall be given or received by the Share Recipients individually), (C) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby and thereby and (D) engage attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing; (iv) Parent shall be entitled to rely conclusively on the instructions and decisions given or made by the Representative as to any of the matters described in this Section 3.6, and no party shall have any cause of action against Parent for any action taken by Parent in reliance upon any such instructions or decisions; (v) all actions, decisions and instructions of the Representative shall be conclusive and binding upon each of the Share Recipients and no Share Recipient shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative in connection with this Agreement or the agreements, except as otherwise provided in this Section 3.6; (vi) the provisions of this Section 3.6 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Share Recipient may have in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give the provisions of this Section 3.6 shall be binding upon the executors, heirs, legal representatives successors and assigns of each Share Recipient and any written direction references in this Agreement to any Share Recipient (or them collectively) shall mean and include the successors to the Escrow Agent;Share Recipients’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (viii) agree tothe Representative shall have no duties or obligations hereunder, negotiateexcept those expressly set forth herein, enter into settlements and compromises of such duties and comply with arbitration awards and court orders with respect to claims for indemnification made obligations shall be determined solely by the Buyer under Article VII; and (ix) receive service express provisions of process in connection with any claims under this Agreement and the Escrow Agreement. (bd) All decisions The Representative will incur no liability in connection with its services pursuant to this Agreement and actions any related agreements except to the extent resulting from its bad faith, gross negligence or willful misconduct. The Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Share Recipients shall, severally, and not jointly, indemnify the Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the bad faith, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Share Recipients the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. Representative Losses may be recovered by the Representative shall be binding upon all Company Equityholders, from (i) the funds in the Expense Fund and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (cii) Subject any other funds that become payable to the terms and conditions Share Recipients under this Agreement at such time as such amounts would otherwise be distributable to the Share Recipients; provided, that while the Representative may be paid from the aforementioned sources of funds, this Agreementdoes not relieve the Share Recipients from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Representative be required to advance its own funds on behalf of the Share Recipients or otherwise. Notwithstanding anything in this Agreement to the contrary, upon any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Share Recipients set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the Buyer resignation or removal of the Representative. Neither the Company nor Parent shall wire have any liability to the Representative in connection with the Representative Expense Amount pursuant to wire instructions provided provision of such services under this Section 3.6. (e) On or prior to the BuyerClosing Date, the Company will wire $[***] (the “Expense Fund”) to the Representative, which shall be held by the Representative as agent in a segregated client account and shall will be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, by the Escrow Agreement or any Representative engagement agreementRepresentative. The Representative Share Recipients will hold these funds separate from its corporate funds. The Company Equityholders shall not receive any interest or other earnings on amounts in the Representative Expense Amount Fund and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceearnings. The Representative shall have no responsibility or liability for any loss will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconductbankruptcy. As soon as practicable following the later of (i) the final release completion of the final Net Milestone Payment or (ii) the final resolution of any claims made under this AgreementRepresentative’s responsibilities, the Representative shall distribute cause (at the Representative Account Payment (if anyShare Recipients’ expense) the disbursement of any remaining balance of the Expense Fund to the Buyer and/or its paying agent for distribution Share Recipients based on such Share Recipients pro rata portions as set forth in Schedule 2 (Pre-Closing Statement), except in the case of payments to employees or former employees of the Company Equityholdersfor which employment tax withholding is required, which such amounts shall be delivered to Parent or the Surviving Corporation and paid through Parent’s or Surviving Corporation’s payroll processing service or system. For tax purposes, the Representative Expense Amount Fund shall be treated as having been received and voluntarily set aside by the Company Equityholders Share Recipients at the time of Closing. The parties agree that the Representative is not acting as a responsible for any tax reporting or withholding agent or in any similar capacity in connection with the Representative distribution of the Expense AmountFund.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the The Company Equityholders hereby appoint irrevocably appoints the Representative as the each Unitholder’s true and lawful representative, attorney-in-fact and agent of the Company Equityholders Unitholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement. By its approval of the Merger and the adoption of this Agreement and/or its acceptance of any consideration pursuant to this Agreement, each Unitholder hereby irrevocably approve and adopt the Escrow Agreementappointment of the Representative. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, and shall have the power and authority to: (i) act for some or all of the Company Equityholders Unitholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders Unitholders to transact matters of litigationrelating to Proceedings; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing doing, on behalf of the Unitholders, any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its the Representative’s discretion relating to the subject matter of this Agreement or the Escrow Agreement Agreement, in each case as fully and completely as the Company Equityholders Unitholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders Unitholders under this Agreement; (vii) give any written direction to the Paying Agent or the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises Agent on behalf of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VIIUnitholders; and (ixviii) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) . All decisions and actions by of the Representative on behalf of the Unitholders shall be binding upon all Company EquityholdersUnitholders, and no Company Equityholder Unitholder shall have the right to object, dissent, protest or otherwise contest the same. (cb) Subject The Representative shall act for the Unitholders on all of the matters set forth in this Agreement in the manner the Representative believes to be in the terms and conditions best interest of this Agreementthe Unitholders. The Representative is authorized to act on behalf of the Unitholders notwithstanding any dispute or disagreement among the Unitholders. In taking any action as Representative, the Representative may rely conclusively, without any further inquiry or investigation, upon the Closingany certification or confirmation, the Buyer shall wire to oral or written, given by any person whom the Representative reasonably believes to be authorized thereunto. The Representative may, in all questions arising hereunder, rely on the advice of counsel, and the Representative Expense Amount pursuant shall not be liable to wire instructions provided any of the parties hereto or to the Buyerany Unitholder for anything done, which shall be held omitted or suffered in good faith by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings based on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or such advice. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative. The Representative shall not have any liability to any of the parties hereto or the Unitholders for any act done or omitted hereunder as Representative while acting in good faith. To the extent not satisfied from the Representative Account, the Representative shall be entitled to reimbursement, from the Unitholders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Representative in such capacity, and for indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Representative (except for those arising out of the Representative’s bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. (c) The Representative shall have no responsibility reasonable access to relevant information about the Company for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder; provided that the Representative shall treat confidentially and not disclose any nonpublic information from or liability about the Company to anyone except (i) in connection with any disputes arising out of or in connection with this Agreement and (ii) as required by law or to its employees, advisors or consultants and to the Unitholders, in each case who have a need to know such information, provided that such persons are bound by obligations of confidentiality to the Representative of at least as high a standard as those imposed on the Representative under this Agreement. (d) In the event the Representative becomes unable to perform the Representative’s responsibilities hereunder or resigns from such position, the Unitholders (acting by a written instrument signed by Unitholders who held, as of immediately prior to the Effective Time, a majority (measured on an as-exercised and as-converted basis) of the then outstanding Units) shall select another representative to fill the vacancy of the Representative, and such substituted representative shall be deemed to be the Representative for any loss all purposes of principal this Agreement. The Representative may be removed only upon delivery of written notice to Parent signed by persons who, as of immediately prior to the Effective Time, held a majority (measured on an as-exercised and as-converted basis) of the then outstanding Units. (e) For all purposes of this Agreement: (i) Parent shall be entitled to rely conclusively on the instructions and decisions of the Representative Expense Amount as to the settlement of any disputes or claims under this Agreement, or any other than as a result actions required or permitted to be taken by the Representative hereunder, and no party hereunder or any Unitholder shall have any cause of its gross negligence action against Parent for any action taken by Parent in reliance upon the instructions or willful misconduct. As soon as practicable following decisions of the later Representative; (ii) the provisions of this Section 9.19 are independent and severable, are irrevocable (subject only to Section 9.19(e)) and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated by this Agreement; and (i) the final release provisions of this Section 9.19 shall be binding upon the final Net Milestone Payment or (ii) executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the final resolution successors to the rights of any claims made under this Agreementeach applicable Unitholder hereunder, whether pursuant to testamentary disposition, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for laws of descent and distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountotherwise.

Representative. (a) By their execution Effective upon and by virtue of the Letter Shareholder Approval, and without any further act of Transmittal and/or Option Surrender Agreement, approval any of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this AgreementShareholders, the Company Equityholders Representative shall be hereby appoint the Representative appointed as the representative, representative of the Holders and as the attorney-in-fact and agent for and on behalf of the Company Equityholders in connection with the transactions contemplated by each Holder for purposes of this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the will take such actions to be taken by Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement; including, employthe Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, obtain and rely upon the advice of legal counselmodifications, accountants and other professional advisors waivers or changes thereto as the to which Representative, in its sole discretion, deems necessary shall have consented (provided that any waiver or advisable in amendment that shall adversely and disproportionately affect the performance rights or obligations of any Holder as compared to other Holders shall require the duties prior written consent of the Representative; such Holder), (ii) act for the Company Equityholders taking all actions and making all filings on behalf of such Holders with any Governmental Body or other Person necessary to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement; Agreement on behalf of such Holders, (iv) receive fundsusing the Representative Expense Amount, make payments in its sole discretion, to satisfy costs, expenses and/or liabilities of fundsRepresentative in connection with matters related to this Agreement and/or Escrow Agreement as Representative, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders taking all other actions that the Representative deems are either necessary or appropriate in its discretion relating to the subject matter judgment of Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement as fully and completely as Agreement. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to Representative to keep the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders Holders reasonably informed with respect to claims for indemnification made by actions of Representative pursuant to the Buyer under Article VII; and (ix) receive service of process in connection with any claims authority granted Representative under this Agreement and which actions have a material impact on the Escrow Agreementamounts payable to the Holders. Each Holder shall promptly provide written notice to Representative of any change of address of such Holder. (b) All decisions A decision, act, consent or instruction of Representative hereunder shall constitute a decision, act, consent or instruction of all Holders and actions by the Representative shall be final, binding and conclusive upon all Company Equityholderseach of such Holders, and no Company Equityholder Parent may rely upon any such decision, act, consent or instruction of Representative as being the decision, act, consent or instruction of each and every such Holder. Parent and the Escrow Agent shall have the right be relieved from any liability to objectany Person for any acts done by them in accordance with such decision, dissentact, protest consent or otherwise contest the sameinstruction of Representative. (c) Subject Representative will incur no liability with respect to the terms any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held have been signed by the Representative as agent in a segregated client account proper Person (and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability to determine the authenticity thereof), nor for any loss other action or inaction, except the fraud of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconductRepresentative. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made In all questions arising under this Agreement or the Escrow Agreement, Representative may rely on the advice of outside counsel, and Representative will not be liable to any Holder for anything done, omitted or suffered in good faith by Representative based on such advice. (d) The Holders shall distribute severally (each based on its Proportionate Share) but not jointly indemnify Representative and hold Representative harmless against any loss, liability or expense incurred without fraud on the part of Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time arising out of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the acceptance or administration of Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by Representative. (e) At any time Shareholders representing at least seventy percent (70%) in interest of the Shareholders may, by written consent, appoint a new representative as Representative. Notice together with a copy of the written consent appointing such new representative and bearing the signatures of Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and, if applicable, the Escrow Agent not less than ten (10) days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. For the purposes of this Section 9.01, “seventy percent (70%) in interest of the Shareholders” shall mean Shareholders representing in the aggregate at least 70% of the percentage Shareholders’ interests in the Aggregate Merger Consideration. (f) In the event that Representative Expense Amountbecomes unable or unwilling to continue in his or its capacity as Representative, or if Representative resigns as a Representative, Holders representing at least seventy percent (70%) in interest of the Holders may, by written consent, appoint a new representative as Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Holders of at least seventy percent (70%) in interest of the Holders must be delivered to Parent and, if applicable, the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. (g) 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 Holder, and (ii) shall survive the consummation of the Merger.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders Eric Steinmann is hereby appoint appointed as the Representative to act as repxxxxxxxxxxx xx the representative, attorney-in-fact Members and agent of to carry out the Company Equityholders duties set forth in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Warranty Escrow Agreement. In connection therewith, ; to give and receive notices and communications for and on behalf of the Representative is authorized Members; to do or refrain from doing all further acts prosecute and things, defend litigation and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act claims for the Company Equityholders with regard to all matters pertaining to indemnification under this Agreement and the Warranty Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating settle disputes; to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of of, and demand and pursue arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims claims; and to take all actions necessary or appropriate in the judgment of the Representative for indemnification made the accomplishment of the foregoing to effectuate and carry out the terms and purposes of the transactions contemplated by this Agreement and the Warranty Escrow Agreement. If Eric Steinmann is or becomes unavailable to act as the Representative, xxxx Xxxxx Xxpistrano shall be appointed successor Representative. If Shawn Xxxxxxxxxx xx xr becomes unavailable to act as the Representativx, xxxx x xxxxxxsor Representative shall be designated by the Buyer under Article VII; andholders of a majority in interest of the Escrowed Property on the date such successor Representative is designated. (ixb) receive service Notwithstanding any other provision herein to the contrary, Activision shall be able to rely conclusively on the instructions and decisions of process in connection with the Representative as to any claims matter requiring action or decision by the Members under this Agreement and the Warranty Escrow Agreement, and the Members shall not have any cause of action against Activision for any action taken by Activision in reliance upon the instructions or decisions of the Representative. (bc) All decisions In furtherance of the foregoing, the Representative may by written notice to the Escrow Agent, with a copy to Activision, request payment for or reimbursement of any and actions all reasonable legal fees and expenses paid or payable by the Representative in connection with any matters requiring any action by the Representative as provided in this Agreement (collectively, "Reimbursement Amounts"), including, without limitation, the defense and/or settlement of any claims and the Warranty Escrow Agreement, and the Escrow Agent shall be authorized to release from time to time from the Escrow Account an amount equal to such fees and expenses so requested unless, within ten (10) days after such notice Activision objects to such payment by delivery of notice to the Representative and the Escrow Agent, in which case such fees and expenses will not be disbursed absent (1) agreement between the Representative and the Activision or (2) a judgment of the arbitrators in connection with the resolution of a claim that such fees are reasonable and are not required to be reimbursed by Activision. Any notice or other communication to be delivered to the Representative shall be delivered pursuant to Section 8.3. The Members acknowledge and agree that no Member shall have any right to object, dissent, protest or otherwise contest or have any cause of action against the Representative for any amounts paid to or by the Representative pursuant to this Section 7.5(c). (d) In the event that the Reimbursement Amounts to be paid to the Representative pursuant to Section 7.5(c) exceed the amounts in the Escrow Account, in addition to the Reimbursement Amounts, the Representative may by written notice to each Member, seek reimbursement for such excess amount. Each Member agrees to reimburse the Representative in proportion to such Member's proportionate percentage ownership interest in Treyarch within ten (10) days of the receipt by such Member of such notice from the Representative pursuant to this Section 7.5(d). (e) All actions, decisions and instructions of the Representative shall be conclusive and binding upon all Company Equityholders, of the Members and no Company Equityholder Member shall have the any right to object, dissent, protest or otherwise contest the samesame or have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement and the Warranty Escrow Agreement, except for fraud or willful misconduct by the Representative. (cf) Subject to In acting as the terms and conditions representative of this Agreement, upon the ClosingMembers, the Buyer Representative may rely upon, and shall wire not be liable to the Representative the Representative Expense Amount pursuant any Member for acting or refraining from acting upon, an opinion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator's award, appraisal, bond or other paper or document reasonably believed by him to wire instructions provided be genuine and to the Buyer, which shall be held have been signed or presented by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, proper party or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceparties. The Representative shall have incur no responsibility liability to any Member or liability other Person with respect to any action taken or suffered by the Representative in his capacity as Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any loss of principal of other action or inaction except his own fraud or willful misconduct and the Representative Expense Amount other than shall be indemnified and held harmless by the Members from all losses, costs, and expenses which the Representative may incur as a result of its gross negligence involvement in any legal proceedings arising from the performance of his duties hereunder. The Representative may perform his duties as Representative either directly or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment by or (ii) the final resolution of any claims made under this Agreementthrough his agents or attorneys, and the Representative shall distribute the Representative Account Payment (if any) not be responsible to the Buyer and/or its paying agent Members for distribution to any misconduct or negligence on the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time part of Closing. The Representative is not acting as a withholding any agent or in any similar capacity in connection attorney appointed with the Representative Expense Amountreasonable care by him hereunder.

Representative. (a) By their execution Subject to the terms and conditions of this Section 14.16, AQ Seller is designated as the representative of the Letter Sellers (such Person, when acting in such capacity, the “Representative”), to serve, and the Purchaser hereby acknowledges that the Representative shall serve, as the sole representative of Transmittal and/or Option Surrender the Sellers, from and after the Closing Date, with respect to the matters set forth in this Agreement and the Escrow and Paying Agent Agreement and any other document or agreement contemplated thereby or thereby, such service to be without compensation except for the reimbursement of out of pocket expenses and indemnification specifically provided herein. The Representative has accepted such designation as of the date hereof; provided, however, that the Representative shall have no obligation to act on behalf of the Sellers. The Representative will, at all times, be entitled to rely on any directions received from the Sellers; provided, however, that the Representative shall not be required to follow any such direction and shall be under no obligation to take any action in its capacity as Representative based upon any such direction. Notwithstanding anything to the contrary contained in this Agreement or the Escrow and Paying Agent Agreement, approval the Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against the Representative. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Representative or any other Seller or the Purchaser for any purpose of U.S. federal or state law, including federal or state income Tax purposes. Neither the Representative nor any of its Affiliates owes any fiduciary or other duty to any other Seller. (b) Effective as of the Merger Closing Date, the Representative shall be the agent, proxy and adoption attorney-in-fact for each Seller for all purposes of this Agreement and/or their acceptance Agreement, including full power and authority: (i) to take all actions that the Representative considers necessary or desirable in connection with the defense, pursuit, negotiation or settlement of any consideration determinations relating to the payment or determination of the Purchaser Adjustment Amount or the Seller Adjustment Amount and to sxx, defend, negotiate, settle and compromise any claims made by or against, and other disputes with, the Purchaser or any other Purchaser Indemnified Party pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact Escrow and agent Paying Agent Agreement or any of the Company Equityholders agreements, instruments, documents or transactions contemplated hereby or executed in connection with the transactions contemplated by this Agreement herewith, (ii) to engage and the Escrow Agreement employ agents and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithrepresentatives (including accountants, the Representative is authorized to do or refrain from doing all further acts legal counsel and things, other professionals) and to execute all incur such documents other expenses as the Representative shall deem necessary or appropriateprudent in connection with the administration of the foregoing, and(iii) to provide for all expenses incurred in connection with the administration of the foregoing and to be reimbursed for such expenses from the Representative Expense Holdback Amount, except as otherwise expressly provided in (iv) to disburse, or cause to be disbursed, to the Sellers any funds received (including by the Paying Agent) on behalf of the Sellers under this Agreement, shall have (v) to receive, hold and manage the power Representative Expense Holdback Amount to pay amounts pursuant to Section 14.16(f), (vi) to take all other actions and authority to: (i) act for exercise all other rights which the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, Representative in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems discretion considers necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow and Paying Agent Agreement; (iv) receive funds, make payments including execution and delivery of fundsthe Escrow and Paying Agent Agreement, and give receipts for funds; (v) do any amendment or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating waiver to the subject matter of this Agreement or the Escrow Agreement as fully and completely as Paying Agent Agreement, and the Company Equityholders could do if personally present; (vi) give other agreements, instruments and receive all notices required to be given documents contemplated hereby or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process executed in connection with any claims under this Agreement and the Escrow Agreement. (b) herewith. All decisions and actions acts by the Representative shall be binding upon all Company EquityholdersSellers, and no Company Equityholder Seller shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject In the event that any Person authorized hereunder as part of the Representative shall die, become incapacitated, resign or otherwise fail to act on behalf of the Sellers for any reason, the Representative shall include such other Person as shall be acceptable to the terms continuing representative, and conditions such substituted representative, together with the continuing representative, together shall be deemed to be the Representative for all purposes of this Agreement. (d) The Representative is authorized to act on behalf of the Sellers notwithstanding any dispute or disagreement among the Sellers, upon and the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which other parties hereto shall be held entitled to rely on any and all action taken by the Representative as agent in a segregated client account and without any liability to, or obligation to inquire of, any Seller even if such party shall be used for aware of any actual or potential dispute or disagreement among the purposes Sellers. Each of paying directly, or reimbursing the Representative for, any expenses incurred pursuant other parties hereto is expressly authorized to this Agreement, rely on the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in genuineness of the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal signature of the Representative Expense Amount and, upon receipt of any writing which reasonably appears to have been signed by the Representative, the other than parties hereto may act upon the same without any further duty of inquiry as a result to the genuineness of the writing. (e) Neither the Representative nor any of its members, partners, managers, officers, agents or other representatives or Affiliates shall incur any liability to any Seller by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated by this Agreement or relating to the performance of their duties hereunder. Neither the Representative nor any of its members, partners, managers, officers, agents or other representatives or Affiliates shall be liable to any Seller relating to the performance of the Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Representative constituted gross negligence or willful misconduct. As soon as practicable following The Representative and its members, managers, officers, agents and other representatives shall be indemnified and held harmless by the later Sellers against all Losses paid or incurred in connection with any action, suit, proceeding or claim to which any of (i) the final release such Persons is made a party by reason of the final Net Milestone Payment fact that it was acting as the Representative pursuant to this Agreement; provided, however, that the Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Representative constituted gross negligence or willful misconduct. For the avoidance of doubt, the indemnification contemplated by this Section 14.16(e) shall not subject to any of the survival or other limitation or exclusive remedy provisions of ARTICLE XI. (iif) Any amount owing to the Representative from any Seller pursuant to this Section 14.16 shall be deductible at the option of the Representative from the next succeeding distribution(s), if any, of the Escrow Amount, as applicable, by the Escrow Agent to, or for the benefit of, such Seller. The Representative shall be protected in acting upon any notice, statement or certificate believed by him to be genuine and to have been furnished by the appropriate person and in acting or refusing to act in good faith or any matter. (g) The Purchaser shall pay the Representative Expense Holdback Amount to the Paying Agent pursuant to Section 1.04(c), for the benefit of and further distribution to the Representative. The Representative shall receive, hold and manage the Representative Expense Holdback Amount, which amount shall be available to reimburse the Representative for any expenses incurred or anticipated to be incurred by the Representative arising out of or in connection with the exercise of the Representative’s powers and authority hereunder, including the payment of reasonable fees and expenses of any legal counsel retained by the Representative. Following the Escrow Termination Date and upon final resolution of any all proper claims made under this Agreementpursuant to ARTICLE XI and Section 13.05(a) or otherwise related to the Agreement and the terms and conditions of the Escrow and Paying Agent Agreement and full reimbursement of all Losses of the Representative pursuant to Section 14.16(e), the Representative shall distribute or cause to be distributed any remaining portion that has not been released from the Escrow Account to the Paying Agent, for the benefit of and further distribution to each Seller in accordance with such Seller’s Allocation Percentage. (h) The appointment of the Representative Account Payment (if any) to shall be deemed coupled with an interest and shall be irrevocable, and the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposesPurchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountall matters referred to herein.

Representative. (a) By In order to efficiently administer the Merger, including (i) the determination of any adjustment pursuant to Section 2.16 and (ii) the dispute, defense and/or settlement of any claims for which the Company Indemnitors may be required to indemnify Parent and/or the Surviving Corporation pursuant to this Agreement, the Principal Shareholders, by their execution of the Letter of Transmittal and/or Option Surrender this Agreement, and the other Applicable Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby designate and appoint the Representative as the their representative, attorney-in-fact and agent agent. This power of attorney and all authority hereby conferred shall be irrevocable and shall not be terminated by any act of any Applicable Holder, by operation of Law, whether by such Applicable Holder’s death, disability, protective supervision or any other event. (b) The Principal Shareholders, by their execution of this Agreement, and the other Applicable Holders, by the approval of the Company Equityholders Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, hereby authorize the Representative: (i) to make all decisions relating to the determination of any adjustments pursuant to Section 2.16, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Applicable Holders to consummate the transactions contemplated by this Agreement and hereby, or the Escrow Agreement and in dispute, defense and/or settlement of any litigation or arbitration involving this Agreement claims for which the Applicable Holders may be required to indemnify Parent and/or the Escrow Agreement. In connection therewithSurviving Corporation pursuant to Article 9, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices permitted or required to be given or received by the Company Equityholders under this Agreement;, (iv) to execute and deliver the Escrow Agreement and (v) to take any and all additional action as is contemplated to be taken by or on behalf of the Applicable Holders by the terms of this Agreement. (viic) give any written direction If the Representative becomes unable to perform his responsibilities hereunder or resigns from such position, the Escrow Agent; Applicable Holders (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made acting by the Buyer under Article VII; and (ixvote of the Applicable Holders who immediately before the Effective Time held the right to receive at least a majority of the Common Equivalent Merger Consideration) receive service shall select another representative to fill the vacancy of process in connection with any claims under the Representative initially chosen by the Applicable Holders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the Escrow documents delivered pursuant to this Agreement. (bd) All decisions and actions by of the Representative on behalf of the Applicable Holders shall be deemed to be facts ascertainable outside of this Agreement and shall be binding upon all Company EquityholdersApplicable Holders, and no Company Equityholder Applicable Holder shall have the right to object, dissent, protest or otherwise contest the same. A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and Parent relating to the determination of the Final Closing Net Working Capital, the Merger Consideration or the dispute, defense or settlement of any claims for which the Applicable Holders may be required to indemnify Parent and/or the Surviving Corporation pursuant to Article 9, shall constitute a decision, act, consent, instruction or action of all Applicable Holders and shall be binding and conclusive upon each of such Applicable Holders and the Parties, the Surviving Corporation and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Applicable Holder. Parent, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Applicable Holder for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (ce) Subject to The Representative will receive no compensation for services as the terms and conditions Representative. By his, her or its execution of this Agreement, upon each Principal Shareholder, and by their approval of the ClosingMerger and adoption of this Agreement, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes and/or their acceptance of paying directly, or reimbursing the Representative for, any expenses incurred consideration pursuant to this Agreement, each other Applicable Holder, agrees that the Applicable Holders will pay from the Representative Expense Fund all (i) professional fees and expenses of any attorney, accountant or other advisors or expert retained by the Representative and other reasonable out-of-pocket expenses incurred by the Representative in connection with the performance of the Representative’s duties under this Agreement and the Escrow Agreement and (ii) any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses actually incurred or suffered by the Representative in connection with this Agreement or the Escrow Agreement as the Representative (collectively, the “Representative Expenses”) in each case as such Representative Expense is suffered or incurred; provided, that if any such Representative engagement agreement. The Expense is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in reimburse the Applicable Holders the amount of such indemnified Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervisionextent attributable to such fraud, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon Such Representative Expenses may only be recovered by the Representative from the Representative Expense Fund or from the Escrow Fund as practicable following provided below or from the later Applicable Holders directly. In no event will the Representative be required to advance his own funds on behalf of the Applicable Holders or otherwise. Following the resolution of all pending claims related thereto (and, for the avoidance of doubt, no earlier), the Representative shall have the right to recover Representative Expenses in excess of the Representative Expense Fund from the Escrow Fund before any distribution to the Applicable Holders. By his, her or its execution of this Agreement, each Principal Shareholder, and by their approval of the Merger and adoption of this Agreement, and/or their acceptance of any consideration pursuant to this Agreement, each other Applicable Holder, agrees that the Applicable Holders will on an individual and several basis (and not jointly as to or with any other Applicable Holder) indemnify, defend, hold harmless and reimburse, on a Proceeds Pro Rata Basis, the Representative for Representative Expenses, in each case as such Representative Expenses are incurred. The foregoing indemnity will survive the resignation or removal of the Representative or the termination of this Agreement, and the Representative and the Applicable Holders acknowledge and agree that the provisions of this Section 2.18(e) shall impose no obligations on the Company, the Surviving Corporation, Parent or any of their respective Affiliates. (f) By his, her or its execution of this Agreement, each Principal Shareholder, and by their approval of the Merger and adoption of this Agreement, and/or their acceptance of any consideration pursuant to this Agreement, each other Applicable Holder, agrees that: (i) Parent shall be able to rely conclusively on the final release instructions and decisions of the final Net Milestone Payment Representative as to the determination of any adjustment pursuant to Section 2.16, the settlement of any claims for indemnification by Parent and/or the Surviving Corporation pursuant to Article 9 or any other actions required or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against Parent for any action taken by Parent in reliance upon the instructions or decisions of the Representative; (ii) no Applicable Holder shall have any cause of action against the final resolution of Representative for, and the Representative shall have no liability to any claims Applicable Holder in connection with, any action taken or omitted, decision made or instruction given by the Representative under this Agreement, except for liability directly resulting from fraud, gross negligence or willful misconduct on the part of the Representative; (iii) each such Applicable Holder will, on an individual and several basis based on his, her or its Proceeds Pro Rata Basis (and not jointly as to or with any other Applicable Holder) indemnify, defend and hold harmless the Representative shall distribute in accordance with Section 2.18(e); (iv) the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposesprovisions of this Section 2.18 are independent and severable, the Representative Expense Amount are irrevocable and coupled with an interest and shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent enforceable notwithstanding any rights or in remedies that any similar capacity Applicable Holder may have in connection with the Representative Expense Amounttransactions contemplated by this Agreement; (v) remedies available at law for any breach of the provisions of this Section 2.18 may be inadequate; therefore, Parent and the Surviving Corporation shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if either Parent and/or the Surviving Corporation brings an action to enforce the provisions of this Section 2.18; and (vi) the provisions of this Section 2.18 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Applicable Holder, and any references in this Agreement to an Applicable Holder shall mean and include the successors to the Applicable Holder’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

Representative. (a) By their execution Each of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger Shareholders hereby appoints Xxxxxx X. Xxxxxx as his exclusive agent and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact to act on his behalf with respect to any and agent all matters, claims, controversies, or disputes arising out of the terms of this Agreement (the "Representative"). Each Shareholder further agrees that upon the vote of the Shareholders holding a majority of the stock of the Company Equityholders in connection with immediately preceding the transactions contemplated by this Agreement and Closing (the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, "Shareholder Approval") the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power to take any and authority all actions which the Representative believes are necessary or appropriate or in the best interests of the Shareholders, as fully as if the Shareholders were acting on their own behalf, including without limitation, consenting to: , and settling any and all claims, disputes or controversies arising hereunder (i) act for including without limitation the Company Equityholders calculation and payment of the Merger Consideration), conducting all negotiations with regard to all matters pertaining to this Agreement and otherwise dealing with CCC and the Escrow Agreement; including, employ, obtain Surviving Corporation and rely upon the advice of legal engaging counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate representatives in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement foregoing matters. CCC and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder Surviving Corporation shall have the right to object, dissent, protest rely on any actions taken or otherwise contest the same. (c) Subject omitted to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held taken by the Representative as agent in a segregated client account being the act or omission of the Shareholders, without the need for any inquiry, and any such actions or omissions shall be used for binding upon the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementShareholders. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative Shareholders shall have no responsibility or liability for any loss of principal the right to change the identity of the Representative Expense Amount other than upon Shareholder Approval and shall deliver to CCC and the Surviving Corporation prompt written notice of any such change of identity, which upon receipt by CCC and the Surviving Corporation will effect said change. The Shareholders agree to hold the Representative free and harmless from and indemnify the Representative against any and all loss, damage or liability which he may sustain as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreementaction taken in good faith hereunder, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposesincluding, the Representative Expense Amount shall be treated as having been received without limitation, any legal fees and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountexpenses.

Representative. (a) By their execution virtue of executing this Agreement and the Transaction Documents, each of the Letter of Transmittal and/or Option Surrender Agreement, approval of CanvasRx Shareholders hereby appoints and constitutes Xxxxx Xxxx (together with his/her permitted successors) (the Merger "Representative") as his/her/its true and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, lawful agent and attorney-in-fact to act for and agent on behalf of such Party for the Company Equityholders purpose of taking any and all actions by such Party specified in connection with the transactions or contemplated by this Agreement or any of the Transaction Documents, including as agent and the Escrow Agreement and attorney-in-fact for such party: (i) in connection with any litigation amendment or arbitration involving waiver of any provision of this Agreement and/or or the Escrow Agreement. Transaction Documents; (ii) with respect to any other matter that requires an action of any of the CanvasRx Shareholders under this Agreement or any of the Transaction Documents. (b) In connection therewithhis capacity as such, the Representative is authorized to do or refrain from doing all further acts and thingsshall be authorized, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority at his sole discretion to: (i) act for give and receive notices and communications (on behalf of any of the Company Equityholders with regard to all matters pertaining CanvasRx Shareholders) relating to this Agreement and or any of the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants transactions and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representativematters contemplated hereby; (ii) act for if applicable, authorize deliveries on behalf of the CanvasRx Shareholders to the Aurora Company Equityholders to transact matters of litigationcash from the CanvasRx Shareholders in satisfaction of Claims asserted by the Aurora Companies; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that object to any Claims made by the Representative deems necessary or appropriate in connection with Aurora Companies against the consummation of the transactions contemplated by this Agreement or the Escrow AgreementCanvasRx Shareholders; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do consent or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of of, and/or agree to arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to, any Claims (other than any Claim by the Aurora Companies against a CanvasRx Shareholder for fraud, intentional misrepresentation or wilful breach), including with respect to claims for indemnification made by any dispute between the Buyer under Article VIIAurora Companies and a CanvasRx Shareholders relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby; and (ixv) receive service take all actions necessary or appropriate in the judgment of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholdersfor the accomplishment of the foregoing, and no Company Equityholder shall have in each case without having to seek or obtain the right to object, dissent, protest or otherwise contest the sameconsent of any Person under any circumstance. (c) Subject to the terms and conditions Any decision, act, consent or instruction of this Agreement, upon the Closing, the Buyer shall wire to the Representative under this Agreement or the Representative Expense Amount pursuant to wire instructions provided to Transaction Documents shall constitute a decision of each of the Buyer, which CanvasRx Shareholders and shall be held by final, binding and conclusive upon each of the CanvasRx Shareholders, and the Aurora Companies shall be entitled to rely upon any such decision, act, consent or instruction of the Representative as agent in a segregated client account and shall be used for being the purposes decision, act, consent or instruction of paying directly, or reimbursing each of the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceCanvasRx Shareholders. The Representative shall have not bear any personal liability in connection with his actions as the Representative, except for personal liability arising out of or in connection with wilful breach, intentional misrepresentation or fraud by the Representative. (d) The limited power of attorney granted hereby is coupled with an interest and shall: (i) survive and not be affected by the subsequent death, incapacity, disability bankruptcy, liquidation or dissolution as applicable, of any CanvasRx Shareholder, and (ii) extend to each of the CanvasRx Shareholders' successors, permitted assigns, heirs, executors and legal representatives, as applicable. (e) The Representative may at any time resign from his position upon delivery of notice in writing to the Aurora Companies and each of the CanvasRx Shareholders, which resignation shall be effective only upon the appointment or deemed appointment of a replacement Representative in accordance with the terms hereof. (f) The Representative may be replaced from time to time by a Majority of the CanvasRx Shareholders upon not less than ten (10) days' prior written notice to the Aurora Companies and only with the Aurora Companies' prior written consent, which consent shall not be unreasonably withheld; provided, however, that no responsibility or liability for any loss of principal removal of the Representative Expense Amount other than shall be effective until such time as a result of its gross negligence replacement Representative has been appointed in accordance with the terms hereof. For the purposes hereof. (g) If Xxxxx Xxxx resigns from his position as the Representative, or willful misconduct. As soon is unable or unwilling to serve as practicable following the later of (i) Representative for any reason, and no other representative is elected in writing by the final release Majority of the final Net Milestone Payment CanvasRx Shareholders prior to such resignation taking effect, then Xxxxxx Fleiman shall, effective as of the date on which Xxxxx Xxxx ceased as the Representative, be deemed to be the substituted Representative for all purposes of this Agreement. (h) The each of the CanvasRx Shareholders, jointly and not severally, hereby agree to hold the Representative harmless each of the CanvasRx Shareholders, in accordance with such CanvasRx Shareholder's pro rata interest as forth in the Direction, agree to indemnify and defend the Representative from and against any and all Losses arising out of or (ii) in connection with any act or failure to act of the final resolution Representative hereunder, except to the extent that such Losses have been caused by wilful breach, intentional misrepresentation or fraud by the Representative. Each CanvasRx Shareholder hereby acknowledges and agrees that the foregoing hold harmless and indemnity shall survive the Closing and shall survive the resignation or removal of the Representative. The Representative may arrange to receive reimbursement directly from the CanvasRx Shareholders for any claims made and all expenses, charges and liabilities, including attorneys' fees, reasonably incurred by Representative in the performance or discharge of his rights and obligations under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution virtue of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of First Step Merger, this Agreement and/or their acceptance of any consideration pursuant to this Agreement, and the transactions contemplated hereby by the Company Equityholders Stockholders, and by the receiving the benefits of the First Step Merger, including the right to receive the consideration payable in connection with the First Step Merger, each of the Company Stockholders shall be deemed to have agreed, and hereby agrees, to appoint the Shareholder Representative Services LLC as the representative, its agent and attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithfact, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power for and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Stockholders to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vii) give and receive all notices required and communications, (ii) authorize payment to be given or received any Indemnified Party from the Indemnity Escrow Fund in satisfaction of claims by the Company Equityholders under this Agreement; such Indemnified Party pursuant to Section 8.2(a), (viiiii) give any written direction object to the Escrow Agent; such payments, (viiiiv) agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for indemnification made by the Buyer under Article VII; and such claims, (ixv) receive service of process in connection with any claims under this Agreement assert, negotiate, enter into settlements and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholderscompromises of, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms demand arbitration and conditions comply with orders of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account courts and shall be used for the purposes awards of paying directly, or reimbursing the Representative forarbitrators with respect to, any expenses incurred pursuant other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (vi) authorize the release or delivery to the Representative of amounts from the Representative Escrow Fund in satisfaction or payment of any Representative engagement agreementExpenses (as defined in Section 8.8(b) below), and (vii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, including taking such action as necessary to transfer any shares of Parent Common Stock held in the Indemnity Escrow Fund to any Indemnified Party or other Person as required under this Agreement or the Escrow Agreement, or (B) specifically mandated by the terms of this Agreement or the Escrow Agreement. The identity of the Representative will hold these funds separate may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of at least a majority of the interest of the Indemnity Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, if the Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its corporate fundsresponsibilities hereunder, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Indemnity Escrow Fund. Notices or communications to or from the Representative shall constitute notice to or from the Company Stockholders. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 9.4 and Section 9.5 hereof, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders; and each of the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Company Stockholders. Each of the Escrow Agent and Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. Each Company Stockholder hereby agrees to receive correspondence from the Representative, including in electronic form. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. Any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that the Representative acted in good faith and in the exercise of reasonable judgment. The Company Equityholders Stockholders shall not receive interest or other earnings on amounts in indemnify the Representative Expense Amount and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, and any fees and expenses incurred by the Representative in connection with the performance of his duties under this Agreement or the Escrow Agreement (“Representative Expenses”). If not paid directly by the Company Stockholders, any Representative Expenses may be (i) withdrawn by the Representative from the Representative Escrow Fund, or (ii) following the Expiration Date and the satisfaction of all claims made by Indemnified Parties for Losses, recovered from the Escrow Fund prior to any distribution to the Company Equityholders irrevocably transfer Stockholders; provided that prior to any such distribution pursuant to clause (ii) of this sentence, the Representative shall deliver to the Escrow Agent a certificate setting forth the Representative Expenses actually incurred and assign not previously satisfied from the Representative Escrow Fund; provided, further, that while this section allows the Representative to be paid from the Representative Escrow Fund, it does not relieve the Company Stockholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. (c) The Company shall deliver to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later copy of (i) the final release of the final Net Milestone Payment or Information Statement; (ii) the final resolution of any claims made under this Agreement, Spreadsheet; and (iii) the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountCompany’s Closing Working Capital Statement.

Representative. (a) By their execution virtue of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance by the Requisite Vote of the Company Stockholders, and without any further action of any consideration pursuant to this Agreement, of the Company Equityholders hereby Stockholders or the Company, each of the Company Securityholders shall be deemed to have agreed to appoint the Representative NanoDimension Management Limited as the its lawful and exclusive representative, agent, proxy and attorney-in-fact fact, with full power of substitution (the “Representative”), for and agent on behalf of the Company Equityholders in connection with the transactions contemplated by this Agreement Indemnifying Parties to give and receive all notices and communications, to authorize payment to any Indemnified Party from the Escrow Agreement Accounts in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and thingscompromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to execute all such documents as the Representative shall deem necessary 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 claim by or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard against any Indemnified Party relating to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of fundsAgreement or the transactions contemplated hereby, and give receipts to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for funds; the accomplishment of the foregoing as required under the terms of this Agreement or the Escrow Agreement or (vii) do to be taken by or on behalf of, or refrain from doing any further act or deed on behalf of of, the Company Equityholders that the Representative deems necessary or appropriate Stockholders in its discretion relating to the subject matter of connection with this Agreement or Agreement, the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give other agreements, instruments, and receive all notices required to documents contemplated hereby or executed in connection herewith. Such agency may be given or received changed by the Company Equityholders under this Agreement; (vii) give any written direction Indemnifying Parties representing a majority of the Pro Rata Portion from time to time. No bond shall be required of the Escrow Agent; (viii) agree toRepresentative, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow AgreementRepresentative shall not receive any compensation for its services. (b) All decisions The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and actions in the exercise of reasonable judgment, unless such act or omission constitutes gross negligence or willful misconduct on the part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Indemnifying Parties shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors retained by the Representative (“Representative Expenses”). The Representative shall have the right to recover Representative Expenses (i) from the Escrow Accounts from time to time, by delivering a certificate to the Escrow Agent setting forth the Representative Expenses actually incurred and requesting that the Escrow Agent pay the amount of such Representative Expenses to the Representative, or (ii) from any other funds that become payable to the Company Securityholders under this Agreement at such time as such amounts would otherwise be distributed to the Company Securityholders; provided, that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Expenses as they are suffered or incurred. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders or Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Sections ‎8.3 or ‎8.4 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon all Company Equityholderseach of the Indemnifying Parties, and no Company Equityholder Securityholder or Indemnifying Party shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to In the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to event that the Representative becomes unable or unwilling to continue in its capacity as Representative, or if the Representative Expense Amount pursuant resigns as the Representative, it shall appoint a new representative as the Representative. Upon written acceptance by such successor Representative to wire instructions provided serve as a Representative, such successor Representative shall thereupon succeed to and become vested with all of the Buyerpowers and duties and obligations of the applicable original Representative without further act, which and such original Representative shall be held by the Representative as agent in a segregated client account discharged from its duties and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, obligations hereunder and under the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders but shall not receive interest or other earnings on amounts in continue to have the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal benefits of the Representative Expense Amount other than as indemnification set forth in this Section ‎7.8. Notice and a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release copy of the final Net Milestone Payment or written instrument appointing such new Representative (iiwhich must be counter-signed by it) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) must be delivered promptly to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountParent.

Representative. (a) By their executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger documents and adoption of this Agreement and/or their acceptance of any consideration certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the Company Equityholders hereby appoint provisions of this Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by to be necessary or appropriate under this Agreement and the Escrow Agreement and execution or delivery of any documents that may be necessary or appropriate in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, ; (vi) taking actions the Representative is authorized to do or refrain from doing all further acts take pursuant to the other provisions of this Agreement; (vii) negotiating and thingscompromising, on behalf of such TRA Parties, any dispute that may arise under, and to execute all such documents as the Representative shall deem necessary exercising or appropriaterefraining from exercising any remedies available under, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreementexecuting, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; includingand (viii) engaging attorneys, employaccountants, obtain and rely upon the advice agents or consultants on behalf of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate such TRA Parties in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing paying any further act or deed fees related thereto on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating such TRA Parties, subject to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received reimbursement by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreementsuch TRA Parties. (b) All decisions and actions If any Representative is unable, as determined by PubCo in its reasonable discretion, to serve as the Representative or resigns as the Representative, a successor Representative shall be binding upon appointed by the TRA Parties who held (or whose predecessors held), as of the date of the consummation of the IPO, the majority of the DM Units then held by all Company EquityholdersTRA Parties (or their predecessors), excluding in each case DM Units with respect to which Early Termination Payments have been made. Each successor Representative shall sign an acknowledgment in writing agreeing to perform and no Company Equityholder shall have be bound by all of the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions provisions of this Agreement, upon the Closing, the Buyer shall wire Agreement applicable to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal all of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following power, authority, rights and privileges conferred by this Agreement upon the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountoriginal Representative.

Representative. (a) By their execution In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Letter Final Closing Adjustment and the Adjusted Purchase Price, (ii) the waiver of Transmittal and/or Option Surrender Agreement, approval any condition to the obligations of the Merger Sellers to consummate the transactions contemplated hereby and adoption of this Agreement (iii) the defense and/or their acceptance settlement of any consideration claims for which the Sellers may be required to indemnify the Buyer pursuant to this Agreement, the Company Equityholders Sellers hereby appoint designate the Representative as the their representative, attorney-in-fact and agent agent. (b) The Sellers hereby authorize the Representative (i) to make all decisions relating to the determination of the Company Equityholders Final Closing Adjustment and the Adjusted Purchase Price pursuant to Section 1.4, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Sellers to consummate the transactions contemplated by this Agreement and hereby, or the Escrow Agreement and in defense and/or settlement of any litigation or arbitration involving this Agreement and/or claims for which the Escrow Agreement. In connection therewithSellers may be required to indemnify the Buyer pursuant to Article VII hereof, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given under the Agreement and (iv) to take any and all additional action as is contemplated to be taken by or received on behalf of the Sellers by the Company Equityholders under terms of this Agreement; (vii) give any written direction to , including the Escrow Agent; (viii) agree toamendment hereof, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and and/or the Escrow Agreement. (bc) All In the event that the Representative becomes unable to perform his responsibilities hereunder or resigns from such position, the Sellers (acting by the vote of the Sellers who immediately prior to the Closing held at least a majority of the outstanding Company Shares) shall select another representative to fill the vacancy of the Representative initially chosen by the Sellers, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyer relating to the determination of the Final Closing Adjustment, the Adjusted Purchase Price or the defense or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Article VII hereof, shall constitute a decision, act, consent, instruction or action of all Sellers and shall be binding and conclusive upon each of such Sellers, and the Buyer and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Seller. The Buyer and the Escrow Agent are hereby relieved from any liability to any Seller for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (e) By his, her or its execution of this Agreement, each Seller agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Purchase Price, the settlement of any claims for indemnification by the Buyer pursuant to Article VII or any other actions required or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) no Seller shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Representative; (iii) the provisions of this Section 1.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at Law for any breach of the provisions of this Section 1.7 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.7; and (v) the provisions of this Section 1.7 shall be binding upon all Company Equityholdersthe executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Seller, and no Company Equityholder any references in this Agreement to a Seller or the Sellers shall have mean and include the right to object, dissent, protest or otherwise contest the same. (c) Subject successors to the terms and conditions of this AgreementSeller’s rights hereunder, upon the Closingwhether pursuant to testamentary disposition, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account Laws of descent and shall be used for the purposes of paying directly, distribution or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountotherwise.

Representative. (a) By their execution The Shareholder2 hereby agrees to execute a power of attorney (the Letter “Power of Transmittal and/or Option Surrender AgreementAttorney”) in a form satisfactory to the Purchasers in order to irrevocably authorize, approval of the Merger direct and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative Shareholder1, to act as the representativehis or her sole and exclusive agent, attorney-in-fact and agent representative of the Company Equityholders Shareholder2 (the “Representative” or “Shareholder1” interchangeable) in connection with his discretion to take any and all actions (including executing and delivering any documents or agreeing to make any payments, incurring any costs and expenses for the transactions contemplated account of the Shareholders and making any and all determinations) which may be required or permitted by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received taken by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow AgreementShareholders. (b) All Any actions, exercises of rights, power or authority, and any decisions and actions or determinations made by the Representative or Shareholder1 shall be absolutely and irrevocably binding on all the parties within the Sellers including the Shareholder2. as if the Shareholder2 personally had taken such action, exercised such rights, power or authority or made such decision or determination in Shareholder2’s own capacity. The Purchasers may rely upon any such decision, act or instruction of the Representative as being the decision, act or instruction of and all Company Equityholdersof the parties within the Sellers. Notices or communications to or from the Representative shall constitute notice to or from the Shareholders. The Purchasers are hereby relieved from any liability for any acts done by them in accordance with any such decision, and no Company Equityholder shall have act or instruction of the right to object, dissent, protest or otherwise contest the sameRepresentative. (c) Subject Yxxxxxxx Xxxx, Shareholder1 hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the terms and conditions Representative of the Sellers in accordance with this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. . (d) The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal duties of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release shall terminate upon occurrence of the final Net Milestone Payment or (ii) delivery of the final resolution audited financial statements for Company’s fiscal year of any claims made under this Agreement, 2005 and the Representative shall distribute completion of the Representative Account Payment (if any) to payment of the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Deliverable Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountPayment2.

Representative. (a) By their execution 10.8.1 The Representative shall serve as the agent for and on behalf of the Letter Effective Time Stockholders (in their capacities as such) to: (i) give and receive notices and communications to or from Acquiror (on behalf of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance itself of any consideration pursuant other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in or any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions and other matters contemplated by this Agreement hereby or the Escrow Agreement; thereby (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating except to the subject matter of extent that this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to expressly contemplates that any such notice or communication shall be given or received by the Company Equityholders under this Agreement; such stockholders individually); (viiii) give any written direction authorize deliveries to Acquiror of shares or other property from the Escrow Agent; Fund in satisfaction of claims asserted by Acquiror (viiion behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 10.6; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for indemnification made by the Buyer under Article VIIto, such claims; and (ixv) receive service of process in connection with any claims under this Agreement assert, negotiate, enter into settlements and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholderscompromises of, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms demand arbitration and conditions comply with orders of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account courts and shall be used for the purposes awards of paying directly, or reimbursing the Representative forarbitrators with respect to, any expenses incurred pursuant other claim by any Indemnified Person, against any such stockholder or by any such stockholder against any Indemnified Person or any dispute between any Indemnified Person and any such stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; and (vi) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The person serving as the Representative engagement agreementmay be replaced from time to time by the holders of a majority in interest of the shares or other property then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror. No bond shall be required of the Representative, and the Representative shall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Effective Time Stockholders. 10.8.2 The Representative shall not be liable to any Effective Time Stockholder for any act done or omitted hereunder as the Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Representative will hold these funds separate from its corporate fundsundertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the Escrow Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Representative. The Company Equityholders shall Effective Time Stockholders shall, severally and not receive jointly, on a pro rata basis (with each Effective Time Stockholder’s pro rata portion being equal to such holder’s percentage interest or other earnings on amounts in the Escrow Fund), indemnify the Representative Expense Amount and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the Company Equityholders irrevocably transfer part of the Representative and assign arising out of or in connection with the acceptance or administration of his duties hereunder, including without limitation the legal costs and expenses of defending the Representative against any claim or liability in connection with the performance of the Representative’s duties. If not paid directly to the Representative by the Effective Time Stockholders, such losses, liabilities or expenses may be recovered by the Representative from Escrow Shares otherwise distributable to the Effective Time Stockholders (and not distributed or distributable to any ownership right that they may have in Indemnified Person or subject to a pending indemnification claim of any interest that may accrue Indemnified Person) following the expiration of the Claims Period pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Effective Time Stockholders (on amounts a pro rata basis according to their respective percentage interests in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. Escrow Fund). 10.8.3 The Representative shall have no responsibility or liability reasonable access to information about Target and the reasonable assistance of Target’s officers and employees for any loss purposes of principal of the Representative Expense Amount other than as a result of performing its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreementduties and exercising its rights hereunder, provided that the Representative shall distribute the Representative Account Payment treat confidentially and not disclose any nonpublic information from or about Target to anyone (if any) except on a need to the Buyer and/or its paying agent for distribution know basis to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountindividuals who agree to treat such information confidentially).

Representative. (a) By their execution Each of the Letter of Transmittal and/or Option Surrender AgreementPrincipals and IMS Holdco hereby appoints Xxxxxx as his, approval of the Merger her or its exclusive agent and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact (the "Representative") (i) to give and agent receive notices and communications with respect to the provisions of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for to amend the Company Equityholders to transact matters terms of litigation; this Agreement, (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and or compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by matters arising under the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions provisions of this Agreement, upon and (iv) to take any and all actions necessary or appropriate in the Closingjudgment of the Representative to be taken on behalf of the Principals and IMS Holdco under such provisions of this Agreement. Such agency and that of any successor representative is irrevocable and coupled with an interest; provided, however, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility authority to act on behalf of any Principal or IMS Holdco with respect to an indemnity claim under Section 7.2.2. In the event the Representative refuses to, or is no longer capable of, serving as the Representative hereunder, the other Principals shall promptly appoint a successor Representative who shall thereafter be the successor Representative hereunder and the Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Principals and IMS Holdco hereby agree that the Representative shall not have any liability to the Company or any of its subsidiaries, if any, for any loss action he takes or omits to take hereunder (or under any agreement or instrument referred to herein) in his capacity as Representative, unless such action or omission constitutes bad faith or willful misconduct by the Representative. Notices or communications to or from the Representative shall constitute notice to or from the Principals and/or IMS Holdco in respect of principal matters relating to this Agreement. Any decision, act, consent or instruction of the Representative Expense Amount other than as shall constitute a result decision of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release all of the final Net Milestone Payment Principals and IMS Holdco, and shall be final, binding and conclusive upon each Principal and IMS Holdco, and the Purchaser may rely upon any decision, act, consent or (ii) the final resolution instruction of any claims made under this Agreement, the Representative shall distribute as being the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposesdecision, the Representative Expense Amount shall be treated as having been received act, consent or instruction of IMS Holdco and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amounteach and every Principal.

Representative. (a) By their execution Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger Seller Parties to give and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact receive notices and agent of the Company Equityholders communications in connection with the transactions contemplated by this Agreement and the Escrow Agreement transactions contemplated hereby, to authorize and in any litigation or arbitration involving this Agreement and/or agree to adjustments to the Escrow Agreement. In connection therewithBuyer Shares, the Representative is authorized to do or refrain from doing all further acts Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and things, the Earnout Funds under Article 1 and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in other applicable provisions of this Agreement, shall have to authorize distribution of the power Escrow Shares, the Escrow Funds, the Adjustment Shares and authority to: (i) act for the Company Equityholders with regard Adjustment Funds, to take all matters pertaining actions on behalf of the Seller Parties pursuant to this Agreement and the Escrow Agreement; includingany Ancillary Agreement to which any Seller Party is a party, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver take all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the Escrow Agreement; termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (iv) receive funds, make payments of fundsor such other Seller Party), and give receipts for funds; any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (vor such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) do to be given to any Seller Party hereunder or refrain from doing pursuant to any further act or deed Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Escrow AgreementSeller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative will constitute notice to or from each of the Seller Parties. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate fundsnot be liable for any act done or omitted hereunder as the Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Company Equityholders shall not receive interest Seller Parties will indemnify the Representative and hold the Representative harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or other earnings on amounts in connection with the acceptance or administration of the Representative’s duties hereunder and under the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Expense Amount and Loss is finally adjudicated to have been directly caused by the Company Equityholders irrevocably transfer and assign gross negligence or willful misconduct of the Representative, the Representative will reimburse the Seller Parties the amount of such indemnified Representative Loss to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its extent attributable to such gross negligence or willful misconduct. As soon as practicable following If not paid directly to the later of Representative by the Seller Parties, any such Representative Losses may be recovered by the Representative from (i) the final release of amounts in the final Net Milestone Payment or Escrow Funds at such time as remaining amounts would otherwise be distributable to the Seller Parties, and (ii) from any Earnout Funds at such time as any such amounts would otherwise be distributable to the final resolution Seller Parties; provided, that while this Section allows the Representative to be paid from the Escrow Funds and the Earnout Funds, it does not relieve the Seller Parties from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at Law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Seller Parties or otherwise. The Seller Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. For the avoidance of doubt, any claims made restrictions or limitations on indemnities contained elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this AgreementSection 9.16(b). (c) A decision, act, consent or instruction of the Representative shall distribute will constitute a decision of all Seller Parties and will be final, binding and conclusive upon each such Seller Party, and Buyer and Merger Sub may rely upon any such decision, act, consent or instruction of the Representative Account Payment (if any) as being the decision, act, consent or instruction of each such Seller Party. Buyer Indemnitees are hereby relieved from any Adverse Consequences to any Person for any acts done by such Buyer Indemnitees in accordance with such decision, act, consent or instruction of the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountRepresentative.

Representative. (a) By their execution Each THL Entities hereby designates and appoints (and each Permitted Transferee of each such THL Entities is hereby deemed to have so designated and appointed) each of Anthony J. DiNovi, Scott Sperling and Kent Weldon, as his attorney-in-xxxx xxxx xxxx xxwex xx xxxxxxxxxion fxx xxxx xx them (the Letter "THL Entities' Representative"), to serve as the representative of Transmittal and/or Option Surrender Agreementeach such person to perform all such acts as are required, approval of the Merger and adoption of authorized or contemplated by this Agreement and/or their acceptance to be performed by such person and hereby acknowledges that the THL Entities' Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any consideration notice or other action taken by such person pursuant to this AgreementAgreement except for the THL Entities' Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the THL Entities' Representative and are and will be entitled and authorized to give notices only to the THL Entities' Represen- tative for any notice contemplated by this Agreement to be given to any such person. A successor to the THL Entities' Representative may be chosen by a majority in interest of the THL Entities' Shareholders, provided that notice thereof is given by the new THL Entities' Representative to the Company Equityholders and to each Non-THL Shareholder. (b) Each DLJ Entities hereby appoint the Representative designates and appoints (and each Permitted Transferee of each such DLJ Entities' is hereby deemed to have so designated and appointed) DLJ Merchant Banking II, Inc., as the representative, his attorney-in-fact and agent with full power of substitution for each of them (the Company Equityholders in connection with "DLJ Entities' Representative"), to serve as the transactions representative of each such person to perform all such acts (other than voting of shares of Common Stock) as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or DLJ Entities' Representative shall be the Escrow Agreement. In connection therewith, the Representative is only person authorized to do take any action so required, authorized or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement by each such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such person pursuant to this Agreement except for the Escrow Agreement; (iv) receive funds, make payments of funds, DLJ Entities' Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the DLJ Entities' Representative and are and will be entitled and authorized to give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating notices only to the subject matter of DLJ Entities' Representative for any notice contemplated by this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received to any such person. A successor to the DLJ Entities' Representative may be chosen by a majority in interest of the DLJ Entities' Shareholders, provided that notice thereof is given by the Company Equityholders under this Agreement; (vii) give any written direction new DLJ Entities' Representative to the Escrow Agent; (viii) agree to, negotiate, enter into settlements Company and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the sameeach other DLJ Entity Shareholder. (c) Subject Each Merrill Lynch Entities hereby designates and appoints (and each Permitxxx Xxxnxxxxxe of each such Merrill Lynch Entities is hereby deemed to have so designated and appoxxxxx) KXXXXX Inc., as his attorney-in-fact with full power of substitution for each of them (the terms "Merrill Lynch Entities Representative"), to serve as the representativx xx xxcx xxxh person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and conditions of this Agreement, upon hereby acknowledges that the Closing, the Buyer shall wire to the Merrill Lynch Entities Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held the only person authorixxx xx txxx xny action so required, authorized or contem plated by this Agreement by each such person. Each such person further acknowledges that the Representative as agent in a segregated client account foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee shall be used for deemed to have authorized) the purposes of paying directly, other parties hereby to disregard any notice or reimbursing the Representative for, any expenses incurred other action taken by such person pursuant to this Agreement, Agreement except for the Escrow Agreement Merrill Lynch Entities Representative. The other parties hereto are anx xxxx bx xxxitled to rely on any action so taken or any notice given by the Merrill Lynch Entities Representative engagement agreement. The Representative and are and will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount be entitled and the Company Equityholders irrevocably transfer and assign xxxxxxixxx xo give notices only to the Merrill Lynch Entities Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconductnotice contemplated by txxx Xxxexxxxx to be given to any such person. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) A successor to the Buyer and/or its paying agent for distribution Merrill Lynch Entities Representative may be chosen by a majority in ixxxxxxx xx xxe Merrill Lynch Entities' Shareholders, provided that notice thereof is xxxxx xy xxx new Merrill Lynch Entities Representative to the Company Equityholders. For tax purposesand to each other Xxxxxxl Xxxxh Entity Shareholder. (d) Each Management Shareholdex xxxxxy xxxxgnates and appoints (and each Permitted Transferee of each such Management Shareholder is hereby deemed to have so designated and appointed) Paul M. Meister, as his attorney-in-fact with full power of substitutixx xxx xxxx xx them (the "Management Representa- tive"), to serve as the representative of each such person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the Management Representative Expense Amount shall be treated as having been received the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and voluntarily set aside designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other parties hereby to disregard any notice or other action taken by such person pursuant to this Agreement except for the Management Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Management Representative and are and will be entitled and authorized to give notices only to the Management Representative for any notice contemplated by this Agreement to be given to any such person. A successor to the Management Representative may be chosen by a majority in interest of the Management Shareholders, provided that notice thereof is given by the new Management Representative to the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountand to each other Management Shareholder.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender AgreementEach Supporting Stockholder hereby irrevocably grants to, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreementappoints, the Company Equityholders hereby appoint the Representative as the its representative, agent and attorney-in-fact (with full power of substitution), for and agent in the name, place and stead of such Supporting Stockholder, with the same effect as if taken by such Supporting Stockholder, with full power and authority to take any and all actions and execute any and all documents and agreements in such Supporting Stockholder’s name, place and stead and on its behalf, with the same effect as if such action were taken or such document or agreement were executed by such Supporting Stockholder, in connection with any matter or thing relating to the Merger, the Merger Agreement, the Collateral Agreements and any of the Company Equityholders transactions contemplated thereby, including, without limitation, the power and authority to (i) institute, make or pursue claims, counterclaims or defenses, (ii) enter into, modify, amend, implement or waive any contracts, including the Merger Agreement and the Collateral Agreements, (iii) compromise, surrender or settle any disputes or claims or make any other determination or take any other action or assert or compromise any claim relating to the Merger Agreement, the Collateral Agreements and any of the transactions contemplated thereby, including any adjustments in connection with the transactions contemplated determination of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses pursuant to Sections 2.7 and 2.8 of the Merger Agreement, (iv) receive and deliver at the Closing certificates and other documents, (v) give and receive notices by this and on behalf of such Supporting Stockholder, (vi) enter into amendments of the Merger Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithCollateral Agreements; provided, the that Representative is authorized to do or refrain from doing all further acts and thingswill not, and to execute all as a result of such documents as the Representative shall deem necessary or appropriateappointment, and, except as otherwise expressly provided in this Agreement, shall have be granted the power and authority to: to take any action or enter into any agreement that (ix) act agrees or subjects any Supporting Stockholder to personal liability for claims or other liabilities, except as expressly provided herein, or (y) changes or modifies the Company Equityholders with regard ownership percentage in Holding (as of immediately prior to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice Effective Time) of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of fundssuch Supporting Stockholder, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Merger Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the samehereby accepts its appointment as “Representative” hereunder. (c) Subject Representative cannot be removed by the Supporting Stockholders or Holding, respectively, except upon delivery to Representative of a written instrument signed by Supporting Stockholders having a majority of the terms ownership percentage in Holding. Representative may resign for any reason or no reason, at any time. If Representative resigns or is so removed, then a replacement Representative shall be designated by the Supporting Stockholders (or their successors-in-interest) having a majority of the ownership percentage in Holding. Any such replacement Representative will have the full power and conditions authority of this AgreementRepresentative hereunder. (d) Any Person (including Parent and Merger Sub) shall be entitled to rely, without any investigation or inquiry by such Person, upon all actions, notices, communications and determinations by Representative on behalf of the ClosingSupporting Stockholders as having been taken upon the authority of the Supporting Stockholders. Any actions, notices, communications and determinations by Representative taken on behalf of the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which Supporting Stockholders shall be held conclusively deemed to be the actions, notices, communications and determinations of the Supporting Stockholders. (e) Neither Representative nor any of its officers, employees, agents, partners, representatives or Affiliates will have any liability to Holding or the Supporting Stockholders with respect to actions taken or omitted to be taken by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement such capacity (or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its employees, agents, representatives or Affiliates in connection therewith), except with respect to Representative’s gross negligence or willful misconduct. As soon Representative, its officers, employees, agents, partners, representatives and Affiliates shall be entitled to full reimbursement from the Supporting Stockholders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by Representative in such capacity (or any of its officers, employees, agents, partners, representatives or Affiliates in connection therewith), and to full indemnification by the Supporting Stockholders (pro rata to their interests) against any Losses arising out of actions taken or omitted to be taken in its capacity as practicable following Representative (except for those arising out of Representative’s gross negligence or willful misconduct), including, without limitation, the later costs and expenses of investigation and defense of claims (i) including, without limitation, from funds received by it in its capacity as Representative or funds to be distributed to the final release Supporting Stockholders under the Merger Agreement at its direction). In furtherance of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreementforegoing indemnification, the Supporting Stockholders agree that Representative shall distribute have the Representative Account Payment (if any) power and authority to set aside and retain additional funds paid to or received by it, or direct payment of additional funds to be paid to the Buyer and/or its paying agent for distribution Supporting Stockholders, as Merger Consideration pursuant to the Company EquityholdersMerger Agreement at Closing or thereafter to satisfy such obligations (including to establish such reserves as Representative determines in good faith to be appropriate for such costs and expenses whether or not then known or determinable). (f) Representative shall have no duties or responsibilities except those expressly set forth herein and in the Merger Agreement and Collateral Agreements. For Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem appropriate in connection with exercising its powers and performing its function hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons. Representative may rely on any notice, instruction, certificate, statement, request, consent, confirmation, agreement or other instrument which it reasonably believes to be genuine and to have been signed or presented by a proper person or persons. (g) The relationship created herein is not to be construed as a joint venture or any form of partnership between or among Representative or any Supporting Stockholder for any purpose of federal or state law, including without limitation, federal or state income tax purposes. Neither Representative nor any of its Affiliates owes any fiduciary or other duty to any Supporting Stockholder. Each Supporting Stockholder acknowledges that it understands that Representative and its Affiliates have a direct and/or indirect financial interest in the Merger, the including by virtue of its ownership of shares of Common Stock of Holding and by virtue of fees that will be payable to Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountMerger pursuant to that certain Management Agreement, dated May 1, 2013, executed by Representative, Holding, and Company.

Representative. (a) By their execution and delivery of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent each of the Company Equityholders Stockholders hereby appoints and designates Xxxxxxx Xxxxxxxxx as his or her representative (the "Representative") to act on behalf of each such Stockholder in connection with the transactions contemplated by this Agreement and hereby designates and appoints the Escrow Agreement Representative as attorney-in-fact to take such actions and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithexecute such documents on behalf of each such Stockholder as may be required hereunder, including, without limitation, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority tofollowing: (i) act for the Company Equityholders with regard any amendment or modification to all matters pertaining to or waiver of this Agreement and as may be necessary or appropriate in the Escrow Agreement; including, employ, obtain and rely upon the advice view of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary other than any amendment or advisable in modification decreasing the performance amount or changing the form of the duties of the Representativeconsideration to be received by such Stockholders; (ii) act for any and all documents required to be executed and delivered by such Stockholders pursuant to this Agreement in order to effect the Company Equityholders to transact matters transactions contemplated by this Agreement, including any required endorsement of litigationstock certificates; (iii) execute receive and deliver provide receipt for all amendments, waivers, ancillary agreements, certificates payments required to be made to the Stockholders under this Agreement and documents that distribute such payments as appropriate to the Representative deems necessary or appropriate Stockholders; and (iv) any and all actions required to be taken by such Stockholders in connection with any claim for indemnity pursuant to the consummation provisions of Section 9, 10 or 11 of this Agreement or any other claim made by the La Salle Partnerships pursuant to the provisions of this Agreement. (b) It is acknowledged by the Stockholders appointing the Representative that the designation of the Representative as attorney-in-fact is coupled with an interest and is therefore irrevocable and binding upon such Stockholders notwithstanding the death, incapacity or dissolution of any such Stockholder. If any such event shall occur prior to the completion of the transactions contemplated by this Agreement, the Representative is, nevertheless, to the extent that he is legally able to do so, authorized and directed to complete all transactions and act pursuant to this authority as if such event had not occurred. The La Salle Partnerships are entitled to deal solely with the Representative in connection with this Agreement or and are entitled to rely upon the Escrow Agreement; (iv) receive funds, make payments of funds, provisions hereof and give receipts for funds; (v) do or refrain from doing any further the authority granted to the Representative to act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow AgreementStockholders named herein. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their For purposes of this Agreement and the Escrow Agreement, each Company Securityholder shall, without any further action on the part of any such Company Securityholder, be deemed (by virtue of the adoption and approval of this Agreement and approval of the Merger) to have consented and shall agree in connection with the execution and delivery of the Letter of Transmittal and/or Option Surrender Agreement, approval at the Closing to the appointment of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative Xxxxxx Xxxxxxxx as the representativerepresentative of such Company Securityholder, as the attorney-in-fact for and agent on behalf of each such Company Securityholder, and the Company Equityholders in connection with taking by the transactions Representative of any and all actions and the making of any decisions required or permitted to be taken by them under or contemplated by this Agreement and the other documents contemplated hereby, including the exercise of the power to (i) execute this Agreement, the Escrow Agreement and other Transaction Documents, including all amendments to such agreements, and take all actions required or permitted to be taken under such agreements, (ii) authorize delivery to Buyer of the Escrow Funds or the Representative Amount, or any portion thereof, in any litigation or arbitration involving satisfaction payment obligations set forth in this Agreement and/or or as provided in the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for indemnification made by the Buyer under Article VII; and such claims, (ixiv) resolve any claims, (v) receive service of process in connection with any claims under and forward notices and communications pursuant to this Agreement and the Escrow Agreement. , and (bvi) All decisions and take all actions by necessary in the judgment of the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes accomplishment of paying directlythe foregoing and all of the other terms, or reimbursing the Representative for, any expenses incurred pursuant to conditions and limitations of this Agreement, the Escrow Agreement or and any Representative engagement agreementother Transaction Documents. Xxxxxx Xxxxxxxx hereby accepts his appointment as the Representative. The Representative will hold these funds separate from is authorized by each Company Securityholder by virtue of the adoption and approval of this Agreement and approval of the Merger to act on its corporate fundsbehalf as required hereunder and under the Escrow Agreement. The Company Equityholders shall not receive interest Securityholders will be bound by all actions taken and documents executed by the Representative in accordance with the terms hereof, and Buyer and its Affiliates will be entitled to rely on any action or other earnings on amounts decision of the Representative. At any time, the Company Securityholders representing a majority of the Pro Rata Portion can appoint a new Representative by written consent by sending notice and a copy of the duly executed written consent appointing such new Representative to Buyer and, if applicable, the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the Representative Expense Amount and consent or the Company Equityholders irrevocably transfer and assign to date such consent is received by Buyer and, if applicable, the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. Escrow Agent. (b) The Company Equityholders Parties acknowledge that the Representative is Representative’s obligations hereunder are solely as a representative of the Company Securityholder and that all payment obligations of the Company Securityholders are the obligations of the Company Securityholders (and not providing any investment supervisionthe Representative), recommendations or advice. The and that the Representative shall have no responsibility or liability for any loss of principal of expenses incurred by it in such capacity. Without limiting the foregoing, each Company Securityholder agrees to reimburse the Representative Expense for such Company Securityholder’s Pro Rata Portion of all reasonable out-of-pocket expenses incurred by the Representative in the performance of his, her or its duties hereunder; provided, that the Representative shall first utilize the Representative Amount other than as a result (or, if applicable, Escrow Funds). (c) The Representative will incur no liability of its any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and the Escrow Agreement, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this AgreementThe Company Securityholders will indemnify, defend and hold harmless the Representative shall distribute from and against any and all loss, liability, damage, claim, penalty, fine, forfeiture, action, fee, cost and expense (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Account Payment (if anyLosses”) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time arising out of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative’s execution and performance of this Agreement and the Escrow Agreement, in each case as such Representative Expense AmountLoss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been primarily caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Company Securityholder, any such Representative Losses may be recovered by the Representative from the Escrow Funds at such time as remaining amounts would otherwise be distributable to the Company Securityholders; provided, that while this section allows the Representative to be paid from the Escrow Funds, this does not relieve the Company Securityholder from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. (d) In the event that Xxxxxx Xxxxxxxx is no longer able to perform the duties of the Representative as set forth herein due to his death, incapacity or disability, each Company Securityholder shall, without any further action on the part of any such Company Securityholder, be deemed (by virtue of the adoption and approval of this Agreement and approval of the Merger) to have consented and shall agree in connection with the execution and delivery of the Letter of Transmittal at the Closing to the appointment of Xxxxx Xxxxxx as the Representative, with the rights, obligations and responsibilities set forth herein.

Representative. (a) By their Seller, each Unitholder and, upon execution and delivery to Purchaser and Parent of the Letter of Transmittal and/or Option Surrender Acknowledgment and Joinder Agreement, approval of the Merger each other Seller Investor Party hereby appoints Pxxx Xxxx as its representative and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, its true and lawful attorney-in-fact and agent agent, with full powers of the Company Equityholders substitution and resubstitution, in its name, place and stead, in any and all capacities, in connection with the transactions contemplated by this Agreement and the Escrow Agreement Agreement, granting unto said attorney-in-fact and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithagent, the Representative is authorized full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the transactions contemplated hereby and thereby as fully to all intents and purposes as it might or refrain from doing all further acts could do in person. Without limiting the foregoing, Seller, each Unitholder and things, and each other Seller Investor Party hereby irrevocably appoint Representative as their sole representative to execute all such documents act as the Representative shall deem attorney-in-fact and agent and on behalf of each of them for the purposes of: (i) supervising the Closing; (ii) taking any and all actions that may be necessary or appropriatedesirable, andas determined by Representative, except as otherwise expressly provided in his sole discretion, in connection with the amendment of this Agreement, or waiver of any provision in this Agreement; (iii) accepting notices (including, shall have the power and authority to: without limitation, Notices of Claim) on their behalf; (iiv) to act for the Company Equityholders each of them with regard to all matters pertaining to indemnification referred to in this Agreement and the Escrow Agreement, including the power to compromise any indemnity claim on their behalf; including(v) executing and delivering, employon behalf of Seller, obtain such Unitholder and rely upon the advice such other Seller Investor Party, any and all notices, documents or certificates to be executed by any of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate them in connection with this Agreement and the consummation of Escrow Agreement and the transactions contemplated by this Agreement hereby and thereby; (vi) to act for each of them with regard to matters pertaining to litigation (with the Unitholders and the other Seller Investor Parties hereby agreeing severally, but not jointly, to contribute, in respect of any amounts paid (or the Escrow Agreement; required to be paid) in settlement or compromise of such matters, their pro rata portion of such amounts based on their Pro Rata Share); and (ivvii) receive fundsgranting any consent, make payments of funds, and give receipts for funds; (v) do waiver or refrain from doing any further act or deed approval on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter each of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims them under this Agreement and the Escrow Agreement. As the representative under this Agreement and the Escrow Agreement, Representative shall act as the agent for Seller, all Unitholders and all other Seller Investor Parties, shall have authority to bind each such Person in accordance with this Agreement, and Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon two (2) Business Days’ prior written notice to Purchaser. Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by Representative in connection with this Agreement in writing and signed by Representative. (b) All decisions and actions Neither Representative nor any agent employed by the Representative shall be binding upon all Company Equityholdersliable to Seller, and no Company Equityholder shall have any Unitholder or any other Seller Investor Party relating to the right to objectperformance of Representative’s duties under this Agreement for any errors in judgment, dissentnegligence, protest oversight, breach of duty or otherwise contest except to the sameextent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the acts or omissions of Representative constituted willful misconduct or fraud. Representative shall be severally (but not jointly) indemnified and held harmless by the Unitholders and the other Seller Investor Parties, on a Pro Rata Share basis, against all costs and expenses incurred by Representative in the course of performance of Representative’s duties hereunder and losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which Representative is made a party by reason of the fact that Representative was acting as Representative pursuant to this Agreement; provided, however, that Representative shall not be entitled to indemnification hereunder to the extent it is finally determined by a court of competent jurisdiction by clear and convincing evidence that the acts or omissions of Representative constituted willful misconduct or fraud. Representative shall be protected in acting upon any notice, statement or certificate believed by Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. (c) Subject to In the terms event that Representative resigns from its position as Representative, a successor Representative shall be appointed by a Majority-in-Interest as promptly as practicable. Each successor Representative shall have all of the power, authority and conditions of rights conferred by this Agreement, Agreement upon the Closing, initial Representatives and the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which term “Representatives” herein shall be held by the Representative as agent in a segregated client account deemed to include any successor Representative. “Majority-in-Interest” means Unitholders and shall be used for the purposes other Seller Investor Parties that, collectively, receive not less than 50.1% of paying directly, or reimbursing the Representative for, any expenses incurred Purchase Price paid pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution Xxx X. Xxxxx is appointed, effective as of the Letter of Transmittal and/or Option Surrender AgreementEffective Time as the agent and representative (in such capacity, approval the “Representative”) of the Merger Shareholders and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the exclusive power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Shareholders to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vii) give and receive all notices required and communications to be given or received by and from Alon, Parent, the Company Equityholders under this Agreement; (vii) give any written direction to Surviving Company, the Escrow Agent; (viii) agree toCompany, negotiatethe Xxxxx Shareholders, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement ESOP and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant Agent relating to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest of the transactions or other earnings on amounts matters contemplated hereby or thereby (except to the extent that any such notices or communications are to be given or received by the Shareholders individually) and (ii) to authorize deliveries to Parent of cash or other property from the Balance Sheet Adjustment Escrow Account. (b) Except as provided in Section 7.5(c): (i) a decision, act, consent or instruction of the Representative Expense Amount shall constitute a decision, act, consent or instruction of all Shareholders and shall be final, binding and conclusive upon each such Shareholder, and the Escrow Agent, Alon, Parent and the Surviving Company Equityholders irrevocably transfer may rely upon any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and assign every Shareholder; and (ii) the Escrow Agent, Alon, Parent and the Surviving Company are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. (c) Any notice or communication hereunder to be sent to the Representative any ownership right that they may have in any interest that may accrue on amounts in Representative, or from the Representative Expense Amount. The Company Equityholders acknowledge that to another party, shall also be sent to the Representative is not providing any investment supervision, recommendations or adviceTrustee of the ESOP. The Representative shall have no responsibility consult with the Trustee of the ESOP prior to the making of any decision, act, consent or liability for any loss instruction hereunder. To the extent that the Trustee of principal the ESOP determines that a decision, act, consent or instruction of the Representative Expense Amount other than as could result in a result violation of its gross negligence ERISA or willful misconduct. As soon as practicable following the later of (i) Code, the final release Trustee of the final Net Milestone Payment ESOP shall have the right to direct the exercise of the Representative’s power and authority hereunder with regard to such a decision, act, consent or (ii) the final resolution of any claims made under this Agreement, instruction. Any action or inaction taken by the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount in violation of this subsection shall be treated as having been received deemed not to be a decision, act, consent or instruction of the Trustee of the ESOP, and voluntarily set aside by the Company Equityholders at Trustee of the time of Closing. The Representative is ESOP shall not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountbe bound thereby.

Representative. (a) By their execution Each Seller hereby appoints the Representative for and on behalf of Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Cash Payment and each Earnout Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Letter Amount, to take all actions on behalf of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration Sellers pursuant to this AgreementAgreement and any Ancillary Agreement to which such Seller is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Company Equityholders hereby appoint Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative as the representativeshall be authorized, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithClosing, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such certificates, documents as and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard be authorized to take all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed actions on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process Sellers in connection with any claims made under Articles 6 or 7 of this Agreement Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Sellers. The Sellers may remove or replace the Representative by a vote of holders that own a majority of the Company’s common stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice to Buyer. No bond will be required of the Representative, and the Escrow AgreementRepresentative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of Sellers. (b) All decisions Each Seller hereby acknowledges and actions agrees that the Seller Expense Reserve Amount shall be withheld and paid directly to an account maintained by the Representative (or a financial institution selected by the Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) of the Representative incurred in connection with this Agreement, with any balance of the Seller Expense Reserve Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Percentage; provided, however, that in no event shall any portion of the Seller Expense Reserve Amount be returned to the Sellers prior to the final determination of the Final Cash Payment pursuant to Section 1.5 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.4(d)(i). If the Seller Expense Reserve Amount shall be insufficient to satisfy the fees and expenses of the Representative, and if there are any remaining funds in the Escrow Amount to be distributed to the Sellers immediately prior to the final distribution from the Escrow Amount to the Sellers pursuant to the Escrow Agreement, then the Representative shall be binding upon all Company Equityholders, and no Company Equityholder entitled to recover any such expenses from the Escrow Amount to the extent of such funds prior to the distribution of funds to the Sellers. The Representative shall have be entitled to recover any remaining expenses directly from the right to object, dissent, protest or otherwise contest the sameSellers. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest be liable for any act done or other earnings on amounts in omitted hereunder as the Representative Expense Amount while acting in good faith and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have not in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. As soon as practicable following Sellers will severally indemnify the later of (i) Representative and hold the final release Representative harmless against any Adverse Consequences incurred without gross negligence or willful misconduct on the part of the final Net Milestone Payment Representative and arising out of or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the acceptance or administration of the Representative’s duties hereunder. (d) A decision, act, consent or instruction of the Representative Expense Amountwill constitute a decision of all Sellers and will be final, binding and conclusive upon each such Seller, and Buyer may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Seller. Buyer Indemnitees are hereby relieved from any Adverse Consequences to any Person for any acts done by such Buyer Indemnitees in accordance with such decision, act, consent or instruction of the Representative.

Representative. (a) By their execution Xxxxxxx Xxxx is hereby appointed, authorized and empowered to act the Representative, for the benefit of Sellers and the Letter of Transmittal and/or Option Surrender AgreementEquityholders, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, exclusive agent and attorney-in-fact to act on behalf of each Seller and agent of the Company Equityholders Equityholder, in connection with and to facilitate the consummation of the transactions contemplated by this Agreement and hereby, including pursuant to the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithRelated Agreements, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have which will include the power and authority toauthority: (i) act for to execute and deliver the Company Equityholders Related Agreements (with regard such amendments, modifications or changes therein as to all matters pertaining which the Representative, in its sole discretion, will have consented) and to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors agree to such amendments or modifications thereto as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representativedetermines to be desirable; (ii) act for the Company Equityholders to transact matters of litigation; (iii) negotiate, execute and deliver all such waivers, modifications, amendments, waivers, ancillary agreements, certificates consents and other documents that the Representative deems necessary required or appropriate permitted to be given in connection with this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to take any action on behalf of Sellers and the Equityholders or any individual Seller or Equityholder that may be necessary or desirable, as determined by this Agreement the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the Escrow Agreementadjustments or payments contemplated by Section 2.4; (iv) to collect and receive fundsall moneys and other proceeds and property payable to the Representative, make payments of fundsRGA or the Equityholders from Purchasers as described herein or in the Related Agreements, and, subject to any applicable withholding retention laws, and give receipts for fundsnet of any out-of-pocket expenses incurred by the Representative, the Representative will disburse and pay, except as otherwise provided hereunder, any amount payable to RGA or the Equityholders to each of RGA or Equityholders as set forth in the operating agreement of RGA and/or in accordance with the allocation principles set forth on Schedule 2.5; (v) do as the Representative, to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of the Representative arising out of or refrain from doing under or in any further act manner relating to this Agreement and the Related Agreements or deed the transactions provided for herein or therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Related Agreements or this Agreement, including actions in connection with the determination of any payment due hereunder or thereunder for and on behalf of the Company Equityholders that Sellers or Equityholders, including (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 an MMT Party or any other Person, or by any federal, state or local Governmental Authority against the Representative deems necessary or appropriate any Seller or Equityholder, and receive process on behalf of any or all Sellers or Equityholders in its discretion relating any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative will 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 subject matter of Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the Escrow Agreement as fully Related Agreements; and completely as (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Company Equityholders could do if personally presentRepresentative will not have any obligation to take any such actions, and will not have any liability for any failure to take any such actions; (vi) give and receive all notices required to refrain from enforcing any right of any Seller, Equityholder or the Representative arising out of or under or in any manner relating to this Agreement, the Related Agreements or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement, will be given deemed a waiver of any such right or received interest by the Company Equityholders under this Agreement;Representative or by such Seller or Equityholder unless such waiver is in writing signed by the waiving party or by the Representative; and (vii) give to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any written direction and all things and to take any and all action that the Escrow Agent; (viii) agree toRepresentative, negotiatein its sole and absolute discretion, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process may consider necessary or proper or convenient in connection with any claims under or to carry out the transactions contemplated by this Agreement Agreement, the Related Agreements, and the Escrow Agreementall other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. (b) All actions decisions and actions instructions of the Representative will be conclusive and binding upon all of Sellers the Equityholders and no Seller, Equityholder or any other Person acting on behalf of any Seller will have any claim or cause of action against the Representative, and the Representative will have no liability to any Seller, Equityholder or any other Person acting on behalf of any Seller or Equityholder, for any action taken, decision made or instruction given by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of in connection with this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts Related Agreements, except in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal case of the Representative Expense Amount other than as a result of its Representative’s own gross negligence or willful misconduct. As soon In the performance of its duties hereunder, the Representative will be entitled to rely upon any document or instrument reasonably believed by it to be genuine, accurate as practicable following to content and signed by any Seller, any Equityholder, any MMT Party or any other Person. The Representative may assume that any Person purporting to give any notice in accordance with the later provisions hereof has been duly authorized to do so. (c) The Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and in any other document delivered in connection herewith; provided, that the Representative will have no obligation to act on behalf of Sellers or the Equityholders. The Representative will at all times be entitled to rely on any directions received from Equityholders which collectively owned, as of immediately prior to the Closing, more than 75% of the equity securities of Sellers; provided, that the Representative will not be required to follow any such direction, and will be under no obligation to take any action in its capacity as the Representative based upon such direction. The Representative will be entitled to engage such counsel, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of willful misconduct on the part of the Representative) will be entitled to conclusively rely on the opinions and advice of such Persons. Notwithstanding anything to the contrary contained herein, the Representative in its capacity as such will have no fiduciary duties or responsibilities to any Seller or Equityholder and no duties or responsibilities except for those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller or Equityholder will otherwise exist against or with respect to the Representative in its capacity as such. (d) In no event will the Representative be liable to any Seller or Equityholder hereunder or in connection herewith for any special, indirect, consequential, contingent, speculative, punitive or exemplary damages, or lost profits, diminution in value or any damages based on any type of multiple of earnings, cash flow or similar measure or for any liabilities resulting from the actions of a Seller or Equityholder other than the Representative acting in its capacity as such. The MMT Parties will have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Related Agreements, including the calculations required by Section 2.4, all of which actions or omissions will be legally binding upon Sellers and the Equityholders. The grant of authority provided for herein (i) the final release is coupled with an interest and will be irrevocable by any act of any Seller or by operation of Law and all of the final Net Milestone Payment indemnities, immunities, authority and power granted to the Representative hereunder will survive the death, incompetency, bankruptcy or liquidation of any Seller and (ii) will survive the final resolution Closing or any termination of this Agreement or any claims made under this Agreement, Related Agreements. (e) The Representative will not be liable to any Seller or Equityholder for any act done or omitted hereunder as Representative while acting in good faith. Sellers and the Equityholders will indemnify the Representative shall distribute and hold the Representative Account Payment (if any) to harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, part of the Representative Expense Amount shall be treated as having been received or any of its Affiliates and voluntarily set aside by the Company Equityholders at the time any of Closing. The Representative is not acting as a withholding agent their respective partners, members, attorneys, accountants, advisors or in any similar capacity controlling Persons and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. Each MMT Party (on its behalf and on behalf of its Affiliates) acknowledges that the Representative Expense Amountis party to this Agreement solely for purposes of serving as the “Representative” hereunder and no claim will be brought by or on behalf of an MMT Party or any of its Affiliates against the Representative with respect to this Agreement or the agreements or transactions contemplated hereby or any certificate, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” at or prior to the Closing will not be deemed to require performance by, or be an agreement of, the Representative unless performance by the Representative is expressly provided for in such covenant or the Representative expressly so agrees). (f) All out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement or the Related Agreements will be paid out of the Representative Fund from time to time, as and when such fees and expenses are incurred. In the event that the amount of the Representative Fund is insufficient to satisfy all expense reimbursement and indemnification payments to which the Representative is entitled pursuant to this Section 9.13 upon written notice from the Representative to the Equityholders as to the existence of a deficiency toward the payment of any such expense reimbursement or indemnification amount, as the case may be, each Equityholder will promptly deliver to the Representative full payment of such Equityholder’s Pro Rata Portion of the amount of such deficiency. The Representative will establish such terms and procedures for administering, investing and disbursing any amounts from the Representative Fund as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Fund remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then the Representative will distribute to each Equityholder, by wire transfer of immediately available funds to an account designated by each Equityholder, such Equityholder’s Pro Rata Portion of such remaining balance of the Representative Fund. (g) Any resignation by the Representative will not be effective until a new Representative will be appointed by Equityholders who held more than 50% of the aggregate equity securities of Sellers, immediately prior to the Closing.

Representative. (a) By their execution Each of the Letter Sellers irrevocably appoints Xxxxxxx Xxxxxx (the “Representative”) with power of Transmittal and/or Option Surrender Agreementdesignation and assignment as his, approval of the Merger her or its true and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Seller with the full power, without the consent of such Seller, to exercise as the Representative deems appropriate, the powers which such Seller could exercise under the provisions of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to take all actions necessary or appropriate in the judgment of the Company Equityholders Representative in connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement and the consummation of the Contemplated Transactions as the Representative may deem necessary or desirable. A decision, act, consent, or instruction of the Representative shall constitute a decision, act, consent or instruction of all of the Sellers and shall be final, binding and conclusive on each Seller. All decisions, acts, consents or instructions of the Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Seller. In any Third Party Defense in which more than one Seller is an Indemnitor, the Representative shall act on behalf of all Seller Indemnitors. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of the Representative as being legally binding acts of each Seller individually and the Sellers collectively. The appointment and power of attorney granted by each Seller to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Seller or the occurrence of any other event or events. (b) Each Seller acknowledges and agrees that the Representative will not be liable to the Sellers for any act done or omitted hereunder as the 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 will be conclusive evidence of such good faith. The Sellers will, jointly and severally, indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the transactions contemplated by acceptance or administration of his duties under this Agreement and the Non-Oak Sellers Indemnity Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Oak Indemnity Escrow Agreement. In connection therewith, . (c) Each of the Sellers will reimburse the Representative is authorized to do for his, her or refrain from doing all further acts its Pro Rata Share of any out-of-pocket, independent, third-party fees and things, expenses (including fees and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice expenses of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (iiadvisors) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that incurred by the Representative deems necessary that arise out of or appropriate are in connection with the consummation acceptance or administration of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims Representative’s duties under this Agreement and the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution The Partnership, on behalf of itself and on behalf of each Existing Holder, shall be deemed to have irrevocably constituted, appointed, authorized, directed and empowered, effective as of the Closing (and without regard to whether such holder has delivered a duly executed Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint Transmittal) the Representative to act as the representativesole and exclusive agent, attorney-in-fact and agent representative of the Company Equityholders in connection such Existing Holder, with the transactions contemplated by full power of substitution, with respect to all matters under this Agreement and the Escrow Agreement agreements ancillary hereto, including giving and in receiving notices hereunder, entering into any litigation amendment or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithmodification hereof, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal engaging special counsel, accountants or other advisors or incurring such other expenses on behalf of the Existing Holders, holding back from disbursement to any Existing Holder any such funds to the extent it reasonably determines may be necessary or required under the terms and other professional advisors as conditions of this Agreement or applicable Law, negotiating, settling, compromising or otherwise resolving any dispute hereunder (including any disputes relating to the Adjustment Escrow Amount) or doing any and all things and taking any and all actions, in each case that the Representative, in its sole and absolute discretion, deems may consider necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary proper or appropriate convenient in connection with the consummation of or to carry out the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do any other documents or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter instruments entered into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreementherewith. (b) All decisions Neither the Representative nor any of its officers, directors, managers, employees, agents or representatives shall incur any responsibility or liability whatsoever to any Existing Holder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document, except to the extent any act or failure to act constitutes fraud or willful misconduct. The Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue. The Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. Each Existing Holder shall, severally and actions not jointly, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud or willful misconduct of the Representative, the Representative will reimburse the Existing Holders the amount of such indemnified Representative Loss to the extent attributable to such fraud or willful misconduct. If not paid directly to the Representative by the Existing Holders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Expense Fund and (ii) the amounts in the Adjustment Escrow Account at such time as remaining amounts would otherwise be distributable to the Existing Holders; provided, that while this section allows the Representative to be paid from the Representative Expense Fund and the Adjustment Escrow Account, this does not relieve the Existing Holders of their obligation to promptly pay such Representative Lxxxxx as they are suffered or incurred (consistent with the allocation in the immediately preceding sentence), nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. Notwithstanding anything to the contrary in this Agreement, in no event will the Representative be required to advance its own funds on behalf of the Existing Holders or otherwise. The Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel. The indemnity obligations of this Section 10.21(b) shall survive the Closing, the resignation or removal of the Representative or any termination of this Agreement pursuant to Section 9.02. (c) Each of Parent and Mxxxxx Sub shall have the right to rely upon all actions taken or omitted to be taken by the Representative hereunder or in connection with this Agreement. All decisions, actions, consents and instructions of the Representative authorized to be made, taken or given pursuant to this Section 10.21(c) shall be final and binding upon all Company Equityholdersthe Existing Holders, and no Company Equityholder Existing Holder shall have the any right to object, dissent, protest or otherwise contest the same. (cd) Subject to the terms and conditions of this Agreement, upon At the Closing, the Buyer Parent shall wire deliver to the Representative the Representative Expense Amount pursuant Fund, to wire instructions provided to the Buyer, which shall be held to cover and reimburse the fees, expenses and other monetary obligations incurred by the Representative as agent in a segregated client account and shall connection with the carrying out by the Representative of its duties under this Agreement. The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred third party expenses, charges or liabilities pursuant to this Agreement, the Escrow Agreement or and any Representative engagement agreementagreements ancillary hereto. The Representative Existing Holders will hold these funds separate from its corporate funds. The Company Equityholders shall not receive any interest or other earnings on amounts in the Representative Expense Amount Fund and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceearnings. The Representative shall have no responsibility or liability will not be liable for any loss of principal of the Representative Expense Amount Fund other than as a result of its gross negligence fraud or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. (e) As soon as practicable following the later completion of the Representative’s responsibilities, the Representative will deliver (ior will cause to be delivered) the final release balance of the final Net Milestone Payment Representative Expense Fund to the Existing Holders the portion of the balance of the Representative Expense Fund such holder is entitled to receive. In the event that any amount is owed to the Representative, whether for fees, expense reimbursement or (ii) indemnification, that is in excess of the final resolution of any claims made under this Agreementamounts remaining in the Representative’s Expense Fund, the Representative shall distribute be entitled to be reimbursed by the Existing Holders on a pro rata basis (consistent with the allocation in the immediately preceding sentence), and the Existing Holders shall so reimburse the Representative; provided, that for the avoidance of doubt, the aggregate of the applicable pro rata shares of all of the Existing Holders shall in all cases sum to 100%. Upon written notice from the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution Existing Holders as to any such owed amount, including a reasonably detailed description as to such owed amount, each Existing Holder shall promptly deliver to the Company EquityholdersRepresentative full payment of his, her or its pro rata share of such owed amount (determined on a basis consistent with the allocation in the first sentence of this Section 10.21(e)). For tax Tax purposes, the Representative Expense Amount shall Fund will be treated as having been received and voluntarily set aside by the Company Equityholders Existing Holders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their execution of the executing and delivering a Letter of Transmittal and/or Option Surrender Agreement, approval or by virtue of consummation of the Merger Plan of Arrangement, each Subversive Limited Partner hereby irrevocably constitutes and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative appoints Subversive Real Estate Sponsor LLC as the representative, its true and lawful attorney-in-fact and agent (the “Representative”) with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the Company Equityholders in connection with consummation of the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Subversive Limited Partner, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the Escrow Agreement execution or delivery of any documents that may be necessary or appropriate in connection therewith; and in (iv) with respect to any litigation and all matters arising under this Agreement, (A) disputing or arbitration involving refraining from disputing, on behalf of each Subversive Limited Partner relative to any amounts to be received by the Subversive Limited Partner under this Agreement and/or or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) negotiating and compromising, on behalf of each Subversive Limited Partner, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Subversive Limited Partner on the Escrow Agreement. In connection therewithone hand and the Representative on the other hand; provided, however, that, in each case, the Representative shall not take any action adverse to any Subversive Limited Partner unless such action is also taken proportionately with respect to the others. (b) Each Subversive Limited Partner hereby agrees that: (i) in all matters in which action by the Representative is required or permitted, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all act on behalf of such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow AgreementSubversive Limited Partner; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute all decisions, actions, consents and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions instructions by the Representative shall be binding upon all Company Equityholdersof the Subversive Limited Partners, and no Company Equityholder Subversive Limited Partner shall have the right to objectobject to, dissentdissent from, protest or otherwise contest any such decision, action, consent or instruction; and (iii) the sameappointment of the Representative is coupled with an interest and shall be irrevocable by such Subversive Limited Partner in any manner or for any reason. (c) Subject The Representative is hereby authorized to establish an expense fund (the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative “Expense Amount pursuant to wire instructions provided to the BuyerFund”), which shall be held funded by Subversive at or prior to the consummation of the Arrangement in an amount of $50,000. The Representative may use the Expense Fund to pay or be reimbursed for any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementsuch. The Representative Subversive Limited Partners will hold these funds separate from its corporate funds. The Company Equityholders shall not receive any interest or other earnings on amounts in the Representative Expense Amount Fund and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceearnings. The Representative shall have no responsibility or liability will not be liable for any loss of principal of the Representative Expense Amount Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount Fund shall be treated as having been received and voluntarily set aside by the Company Equityholders Subversive Limited Partners at the time of Closing. The Parties agree that the Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. The Representative shall be indemnified and held harmless by the Subversive Limited Partners out of the Expense AmountFund from and against any and all costs, expenses (including the fees and expenses of its counsel), losses or liabilities incurred by the Representative arising out of or in connection with the Representative’s execution and performance of this Agreement. The Expense Fund shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Expense Fund, such amount shall be released to Intercure. In no event will the Representative be required to advance its own funds on behalf of the Subversive Limited Partners or otherwise. The foregoing indemnities will survive the consummation of the Arrangement, the resignation or removal of the Representative or the termination of this Agreement.

Representative. (a) By their execution Each Shareholder irrevocably appoints Xxx Xxxx (the “Representative”) with power of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger designation and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative assignment as the representative, its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Shareholder with the full power, without the consent of such Shareholder, to exercise as the Representative in its sole discretion deems appropriate, the powers which such Shareholder could exercise under the provisions of this Agreement and to take all actions necessary or appropriate in the judgment of the Company Equityholders Representative in connection with this Agreement, which shall include the transactions contemplated by power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or consummation of the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors transactions contemplated hereby as the Representative, in its sole discretion, deems may deem necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents desirable; provided that the Representative deems necessary may not amend this Agreement without the consent of such Shareholder if the consideration to be received by such Shareholder pursuant to Article II hereof will be reduced by the proposed amendment or appropriate if such Shareholder will be disproportionately and adversely affected by the proposed amendment relative to the other Shareholders of the same class. The Representative shall have the power to waive, on behalf of each Shareholder, any attorney-client privileges in connection with communications between such Shareholder and counsel to the Acquired Companies in connection with the consummation transactions contemplated hereunder. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of the transactions contemplated Representative as being legally binding acts of each Shareholder individually and the Shareholders collectively. The appointment and power of attorney granted by this Agreement each Shareholder to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Shareholder or the Escrow Agreement; (iv) receive funds, make payments occurrence of funds, and give receipts for funds; (v) do any other event or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreementevents. (b) All decisions Each Shareholder acknowledges and actions by agrees that the Representative shall will not be binding upon all Company Equityholdersliable to such Shareholder for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, and no Company Equityholder shall have any act done or omitted pursuant to the right to object, dissent, protest advice of counsel will be conclusive evidence of such good faith. The Shareholders will jointly and severally indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or otherwise contest bad faith on the samepart of the Representative and arising out of or in connection with the acceptance or administration of its duties under this Agreement. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to The Shareholders will reimburse the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyerfor their pro rata share, which shall be held of any out-of-pocket, independent, third-party fees and expenses (including fees and expenses of counsel, accountants and other advisors) incurred by the Representative as agent in a segregated client account and shall be used for the purposes that arise out of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity are in connection with the Representative Expense Amountacceptance or administration of the Representative’s duties under this Agreement.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger Each Seller hereby appoints and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the authorizes Representative as the representative, sole agent and attorney-in-fact and agent of the Company Equityholders Sellers with full power and authority to act (including by executing, delivering and filing documents, agreements and instruments) in the name of, for and on behalf of the Seller Parties with respect to all matters arising in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithContemplated Transactions, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have including the power and authority to: to make all decisions relating to (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreementdetermination of Final Closing Working Capital; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act the prosecution, defense and/or settlement of any claims for the Company Equityholders indemnification pursuant to transact matters of litigation; Article VI; and (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process decisions in connection with any claims under amendment to this Agreement and the Escrow Agreement. (b) . All decisions and actions by the Representative shall be binding upon all Company Equityholders, the Sellers and no Company Equityholder Seller shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. In the event of the death, incapacity, or resignation of the Representative, the Sellers who, prior to the Closing Date, beneficially owned a majority of the Shares of the Company shall promptly appoint a substitute Representative, who shall be reasonably acceptable to Buyer. (b) The power of attorney granted in this Section 9.1 and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Seller or by operation of Law. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Any notice or communication delivered by Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the in accordance with this Agreement shall, as between Buyer, which on the one hand, and Representative, on the other hand, be deemed to have been delivered to all of the Sellers. Buyer shall be held entitled to rely exclusively upon any communications or writings given or executed by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with any claims for indemnification and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the Representative Expense Amountactions taken or not taken, or communications or writings given or executed by, the Representative.

Representative. (a) By their execution For purposes of this Agreement, the “Representative” shall mean Xxx Xxxxx. All actions of the Letter Representative shall be made personally by the Representative, and no Representative shall be permitted to assign or delegate its rights or duties, whether by operation of Transmittal and/or Option Surrender Agreement, approval law or otherwise. In the event of the Merger death, incapacity, incompetency, disability or resignation of the Representative, the Corporation, or if dissolved at such time, the remaining Stockholders shall elect a new Representative who shall have full authority to take all actions required or permitted to be taken by the Representative under this Agreement. Prompt written notice of the election of a substitute Representative shall be provided to Buyer by the substitute Representative so elected, and adoption Buyer shall be entitled to rely on the authority of any substitute Representative elected pursuant to the procedures set forth in this subsection 20(a). (b) In addition to, and not in substitution of, the provisions set forth in subsection 20(a), the Corporation and each of the Stockholders hereby authorizes the Representative to take any and all actions (or not to take any or all actions), and/or to prepare, determine, calculate, negotiate, execute and deliver any and all agreements, notices, consents, determinations, documents and other instruments, which the Corporation or any such Stockholder (or the Representative on behalf of the Corporation of any such Stockholder) is required or permitted to take, prepare, determine, calculate, negotiate, execute and/or deliver under or pursuant to this Agreement and/or their acceptance as contemplated by this Agreement, all in the name of and on the behalf of the Corporation or any such Stockholder, including, but not limited to, the making and execution of any consideration amendments to this Agreement, the giving and receipt of any notices or consents pursuant hereto, the execution of any and all documents required to be executed in order to complete Closing hereunder or appropriate or incidental to so complete Closing hereunder, to calculate, determine, negotiate and give notice of or otherwise with respect to any adjustment to any issuance of Buyer Shares to be made pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive accept service of process in connection with any claims under claim related to this Agreement and to prosecute, defend or settle in the Escrow Agreement. Representative’s discretion all indemnification disputes (b) All decisions including hiring of counsel and actions by the Representative shall be binding upon all Company Equityholders, other litigation assistance). From and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon after the Closing, the Buyer shall wire be entitled to deal exclusively with the Representative the Representative Expense Amount pursuant with respect to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made matter arising under this Agreement. Such appointment shall, to the fullest extent permitted by law, survive the dissolution or liquidation of the Corporation, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposesdeath, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time disability, incapacity, or incompetency of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountStockholder.

Representative. (a) By their execution Each of the Letter of Transmittal and/or Option Surrender AgreementSellers hereby appoints ______________, approval of the Merger his agent and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithfact, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have Sellers’ representative (the power “Representative”) for and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Sellers, to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required and communications, to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction authorize payment to Procera of Escrow Shares from the Escrow Agent; (viii) Fund in satisfaction of claims by Procera, to object to such payments, to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for indemnification made the accomplishment of the foregoing, or (ii) specifically mandated by the Buyer under Article VIIterms of this Agreement. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to Procera; and (ix) receive service provided, however, that the Representative may not be removed unless holders of process a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in connection with any claims under this Agreement the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from the Sellers. The Escrow AgreementAgent shall have no duty to recognize a successor Representative, and shall incur no liability and shall be fully protected in failing to recognize the actions of the successor Representative, unless and until it has received written notice of the identity of such successor Representative as well as a specimen signature of such successor Representative. (b) All decisions The Representative shall not be liable for any act done or omitted hereunder as the Representative while acting in good faith and actions in the exercise of reasonable judgment. The Sellers on whose behalf the Escrow Shares was contributed to the Escrow Fund shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. After all claims for losses by Procera have been satisfied, or reserved against, the Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period, by Representative’s written request to the Escrow Agent, payments and reimbursement for any expenses incurred by Representative shall be binding upon all Company Equityholders, in connection with the Representative’s representation of the Sellers in connection with this Escrow Agreement. The Escrow Agent may absolutely rely on such written request and no Company Equityholder shall have no duty to determine the right to object, dissent, protest or otherwise contest authority of the sameRepresentative in making such request. (c) Subject A decision, act, consent or instruction of the Representative, including but not limited to the terms and conditions an amendment, extension or waiver of this AgreementAgreement pursuant to Section 16 hereof, shall constitute a decision of the Sellers and shall be final, binding and conclusive upon the ClosingSellers; and the Escrow Agent and Procera may rely upon any such decision, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyeract, which shall be held by consent or instruction of the Representative as agent in a segregated client account and shall be used for being the purposes decision, act, consent or instruction of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreementSellers. The Representative will hold these funds separate Escrow Agent and Procera are hereby relieved from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign any liability to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability person for any loss of principal acts done by them in accordance with such decision, act, consent or instruction of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountRepresentative.

Representative. (a) By their execution In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Letter Base Merger Consideration and Closing Merger Consideration, (ii) the waiver of Transmittal any condition to the obligations of the Equity Holders to consummate the transactions contemplated hereby and (iii) the defense and/or Option Surrender Agreementsettlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration Closing Merger Consideration pursuant to this Agreement, and the Company Equityholders Option Holders, by their acceptance of any Option Consideration pursuant to this Agreement, hereby appoint designate the Representative as the their representative, attorney-in-fact and agent agent. (b) The Company Stockholders, by their approval of the Company Equityholders in connection with the transactions contemplated by this Agreement Merger and the Escrow Agreement and in any litigation or arbitration involving adoption of this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized their acceptance of any Closing Merger Consideration pursuant to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have and the power Option Holders, by their acceptance of any Option Consideration pursuant to this Agreement, hereby authorize the Representative to take any and authority to: (i) act for all actions and to make any decisions required or permitted to be taken or made by the Company Equityholders with regard to all matters pertaining to Representative under this Agreement and the Escrow Agreement; including, employ, obtain and rely upon including the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance exercise of the duties power: (i) to make all decisions relating to the determination of the Representative; Base Merger Consideration and the Closing Merger Consideration, (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver take all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems action necessary or appropriate in connection with the consummation waiver of any condition to the obligations of the Company and the Equity Holders to consummate the transactions contemplated by this Agreement hereby, or the Escrow Agreement; defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iviii) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or received on behalf of the Equity Holders by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Equityholders under this Agreement; (vii) give any written direction Stockholders, and such substituted representative shall thereafter be deemed to be the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises Representative for all purposes of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement, and the documents delivered pursuant hereto and thereto. (bd) All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Base Merger Consideration and Closing Merger Consideration or the defense or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all Company Equityholdersof the Equity Holders, and no Company Equityholder Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. (ce) Subject Without limiting the generality of the foregoing, the Representative is authorized and empowered to establish such reserves as the Representative may from time to time determine, in its sole discretion, to be necessary and desirable in connection with the expenses and other costs to be borne by the Representative or the Equity Holders hereunder, including the Representative Fund, and to pay such reserves from the Representative Fund or direct the Buyer to make payment of such amounts from the Escrow Amount to be applied to such reserves in lieu of the payment to the terms Equity Holders; (f) The Representative Fund shall be maintained by the Representative in a segregated account (the “Representative Account”). The Representative shall be reimbursed for reasonable out-of-pocket expenses incurred in the performance of its duties (including, without limitation, the reasonable fees and conditions expenses of counsel) under this Agreement and the Escrow Agreement from the Representative Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Amount otherwise available for distribution to the Equity Holders. Any portion of the Representative Fund remaining after (i) payment of all of the Representatives’ out-of-pocket expenses following the resolution of all indemnification claims under Article VI hereof and (ii) the determination by the Representative that such funds are no longer necessary in connection with indemnification claims that may be brought thereunder (such portion of the Representative Fund, the “Remaining Representative Fund”) shall be delivered to the Paying Agent for distribution to the Equity Holders (or the Company, for distribution to the Option Holders) in the amounts such Equity Holders would receive if the Remaining Representative Fund were instead a portion of the Escrow Amount to be distributed to such Equity Holders in accordance with the Escrow Agreement. The Representative shall hold, invest, reinvest and disburse the Representative Account in trust for all Equity Holders, and the Representative Account shall not be used for any other purpose (other than as contemplated under Section 1.12(h)) and shall not be available to the Buyer or to the Surviving Corporation to satisfy any claims hereunder; (g) By his, her or its approval of the Merger and adoption of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes and/or their acceptance of paying directly, or reimbursing the Representative for, any expenses incurred Closing Merger Consideration pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The each Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount Stockholder and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of Option Holder agrees that: (i) the final release Buyer shall be able to rely conclusively on the instructions and decisions of the final Net Milestone Payment Representative as to the determination of the Base Merger Consideration and Closing Merger Consideration, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof or any other actions required or permitted to be taken by the Representative hereunder, and no Equity Holder or any other party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) all actions, decisions and instructions of the final resolution Representative shall be conclusive and binding upon all of the Equity Holders, and no Equity Holder shall have any claims cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Representative; (iii) the provisions of this Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Equity Holder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Buyer and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (v) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and any references in this Agreement to an Equity Holder shall mean and include the successors to the Equity Holder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (h) In performing the functions specified in this Agreement, the Representative shall distribute not be liable to any Equity Holder in the absence of fraud or willful breach on the part of the Representative. Each Equity Holder shall severally, and not jointly, indemnify and hold harmless the Representative Account Payment (if any) to from and against any loss, liability or expense incurred without fraud or willful breach on the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, part of the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time arising out of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountacceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender AgreementEach Indemnitor appoints XXXXXXX XX, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint represented by Xx. Xxxxxxxx Staehelinas as the Representative as the representative, Indemnitor’s agent and true and lawful attorney-in-fact and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement powers and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents authority as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided set forth in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain Representative hereby accepts such appointment. The Representative shall be the exclusive agent for and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating Indemnitors to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi1) give and receive all notices required and communications to be given or received from Purchaser relating to this Agreement or any of the other Transactions, other than in connection with Direct Shareholder Claims; (2) authorize deliveries to Purchaser of cash or Consideration Shares and legally bind each Indemnitor to pay cash or deliver or Consideration Shares directly to Purchaser in satisfaction of claims asserted by the Company Equityholders under this Agreement; Purchaser by not objecting to such claims), other than in connection with Direct Shareholder Claims; (vii3) give any written direction object to the Escrow Agent; such claims in accordance with Section 8.7, other than in connection with Direct Shareholder Claims; (viii4) consent or agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration awards Orders with respect to, such claims, other than in connection with Direct Shareholder Claims; (5) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance, other than in connection with Direct Shareholder Claims, (6) subject to Section 7.3, execute for and court orders on behalf of each Indemnitor any amendment to this Agreement or any exhibit, annex or schedule hereto (including for the purpose of amending addresses or sharing percentages), and (7) subject to Section 7.4, execute for and on behalf of each Indemnitor any waiver or extension to this Agreement. The Representative shall be the sole and exclusive means of asserting or addressing any of the above, and no Indemnitor shall have any right to act on its own behalf with respect to claims for indemnification made any such matters, other than any claim or dispute against the Representative. This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by any Indemnitor or by operation of Law, whether by the Buyer under Article VII; and (ix) receive service death or incapacity of process in connection with any claims under this Agreement Indemnitor or the occurrence of any other event, and any action taken by the Escrow AgreementRepresentative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnitor or the Representative will have received any notice thereof. (b) All decisions Any notice or communication given or received by, and actions by any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative’s authority under this Agreement, including Sections 1.2, 1.5 and 8.8(a), shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Shareholders or Indemnitors, as the case may be, and shall be final, binding and conclusive upon all Company Equityholderseach of them. Purchaser shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and no Company Equityholder shall have every such Shareholder or Indemnitor. Purchaser is unconditionally and irrevocably relieved from any liability to any person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the right to object, dissent, protest or otherwise contest the sameRepresentative. (c) Subject The scope of the powers of the Representative as agent for the Indemnitors may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnitors representing a majority of the Consideration Percentage of all Indemnitors upon not less than thirty (30) days’ prior written notice to Purchaser. A vacancy in the position of the Representative may be filled by the vote or consent or Indemnitors representing a majority of the Consideration Percentage of all Indemnitors. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, representing a majority of the Consideration Percentage of all Indemnitors, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnitors at their addresses last known to Purchaser, which will be the address set forth in the Spreadsheet unless Representative provides notice to Purchaser of a different address in the manner described in Section 9.3. (d) All expenses, if any, incurred by the Representative in connection with the performance of his duties as the Representative (the “Representative Expenses”) will be borne and paid by the Indemnitors according to their respective Consideration Percentage. Notices or communications to or from the Representative shall constitute notice to or from each of the Indemnitors. (e) The Representative shall not be liable to any Indemnitor for any act done or omitted hereunder as the Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Indemnitors shall severally and not jointly indemnify the Representative and hold him harmless against any loss, liability, damage, claim, suit, penalty, cost or expense (including fees and expenses of counsel) incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. (f) The Representative shall have reasonable access to information about the Company and the reasonable assistance of the Company’s former officers and employees for purposes of performing his duties and exercising his rights hereunder. The Representative shall treat confidentially and not use or disclose the terms and conditions of this Agreement, upon the ClosingCompany Disclosure Letter or any nonpublic information from or about the Purchaser or the Company to anyone, except that the Representative may disclose the terms or information to the Indemnitors or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Purchaser, the Buyer Representative shall wire enter into a separate confidentiality agreement before being provided access to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant such information. (g) By his signature to this Agreement, the Escrow Agreement or any initial Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative Expense Amount and to discharge the Company Equityholders irrevocably transfer duties and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal responsibilities of the Representative Expense Amount other than as a result pursuant to the terms of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount.

Representative. (a) By their Each Seller Party, by virtue of approval and execution of the Letter of Transmittal and/or Option Surrender this Agreement, approval constitutes, appoints and empowers, effective from and after the date of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint Founder to act for the Representative benefit of such Seller Party and as the representative, agent and attorney-in-fact fact, to act for and agent on behalf of the Company Equityholders such Seller Party in such Seller Party’s name, place and stead, in connection with the transactions contemplated by this Agreement and the Escrow Ancillary Agreements, as fully and for all intents and purposes as such Seller Party might or could do in person, which shall include the power (i) to take any and all actions, including the power to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on such Seller Party), and the power to make any and all determinations which may be required or permitted in connection with the post-Closing implementation of this Agreement and the Ancillary Agreement and the transactions contemplated hereby and thereby; (ii) to negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes arising out of or in respect of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the power to file and prosecute appeals from any decision, judgment or award rendered in any litigation such action, proceeding or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized obligation; (iii) to do or refrain from doing all further acts enforcing any right of such Seller Party arising out of or under or in any manner relating to this Agreement; (iv) to make, execute, acknowledge and things, and to execute deliver all such documents as the Representative shall deem necessary or appropriateother agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, except as otherwise expressly provided in this Agreementgeneral to do any and all things and to take any and all action that the Founder, shall have the power in its sole and authority to: absolute discretion may consider necessary, proper or convenient to carry out its obligations hereunder; (iv) act for the Company Equityholders to give and receive notices and communications hereunder; and (vi) to engage legal counsel, accountants, consultants and other experts, and incur any reasonable expenses, in connection with regard to all matters pertaining set forth or otherwise necessary with respect to this Agreement and the Escrow Ancillary Agreements and the transactions contemplated hereby and thereby. In connection with this Agreement; including, employand in exercising or failing to exercise all or any of the powers conferred upon the Founder hereunder, obtain (i) the Founder shall incur no responsibility whatsoever to the Seller Parties by reason of any error in 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 Founder shall be entitled to rely upon on the advice of legal counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Founder pursuant to such advice shall in no event subject the Founder to liability to the Seller Parties. The Seller Parties shall indemnify the Founder against all Losses, including reasonable attorneys’, accountants’ and other professional advisors as experts’ fees and the Representativeamount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever reasonably incurred in its sole discretioninvestigating, deems necessary preparing or advisable in the performance defending against any litigation, commenced or threatened or any claims whatsoever), arising out of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate 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 Founder hereunder. All of the indemnities, immunities and powers granted to the Founder pursuant to this Section 10.7 shall survive the Closing and any termination of this Agreement. The grant of authority in this Section 10.7 is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller Party, and shall survive the consummation of the transactions contemplated hereby, and any action taken by the Founder pursuant to the authority granted in this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be effective and absolutely binding upon all Company Equityholderson each Seller Party notwithstanding any contrary action of or direction from such Seller Party, and no Company Equityholder shall have the right to object, dissent, protest except for actions or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal omissions of the Representative Expense Amount other than as a result of its gross negligence or constituting willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall and may be treated as having been received and voluntarily set aside relied upon by the Company Equityholders at Blackstone Parties and the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountAcquirer.

Representative. (a) By their execution Each Equityholder hereby irrevocably constitutes and appoints Seller as the “Representative” for the purpose of performing and consummating the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to transactions contemplated by this Agreement, the Company Equityholders hereby appoint and appoints the Representative as the representative, agent and true and lawful attorney-in-in- fact of such Equityholder, with full power of substitution, to act in the name, place, and agent stead of such Equityholder for purposes of executing any documents and taking, or refraining from taking, any actions the Company Equityholders Representative determinates to be necessary, desirable, or appropriate in connection with this Agreement or the other Transaction Documents. The appointment of Seller as the Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and the Representative is hereby authorized and directed to perform and consummate on behalf of the Equityholders all of the transactions contemplated by this Agreement and the Escrow Agreement Transaction Documents. (b) Not by way of limiting the authority of the Representative, each and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithall of Equityholders, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby authorize the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for waive any provision of this Agreement which the Company Representative deems necessary or desirable; (ii) execute and deliver on behalf of the Equityholders with regard to all matters pertaining documents and instruments which may be executed and delivered pursuant to this Agreement and the Escrow Agreement; includingTransaction Documents, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for including without limitation the Company Equityholders to transact matters of litigation; Units and any transfer documentation with respect thereto; (iii) execute calculate, negotiate and deliver all amendments, waivers, ancillary agreements, certificates agree to any adjustments to the Purchase Price; (iv) make and documents that the Representative deems necessary receive notices and other communications pursuant to this Agreement and service of process in any legal action or appropriate in connection with the consummation other proceeding arising out of or related to this Agreement or any of the transactions contemplated by hereunder; (v) contest, negotiate, defend, compromise or settle any action, Claims or disputes arising out of or related to this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that transactions contemplated hereunder through counsel selected by the Representative deems necessary or appropriate in its discretion relating to and solely at the subject matter cost, risk and expense of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; Equityholders; (vi) give and receive all notices required satisfy any indemnification amounts owed pursuant to be given or received by the Company Equityholders under this Agreement; terms herein (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to claims for such indemnification made by obligations or actions, Claims or disputes; (viii) resolve any actions, Claims or disputes arising from the Buyer under Article VIIEquityholders’ indemnification obligations hereunder; and (ix) receive service of process take any actions in connection with the resolution of any claims under dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise; (x) receive and distribute all or any portion of the Purchase Price or any other payment owing to the Equityholders hereunder in accordance with the terms herein or therein; (xi) appoint or provide for successor agents; (xii) select, retain, hire and consult with legal counsel, independent public accountants and other experts, solely at the cost and expense of the Equityholders; (xiii) pay expenses incurred or which may be incurred by or on behalf of any Equityholder in connection with this Agreement Agreement; and (xiv) take or forego any or all actions permitted or required of any Equityholder or necessary in the Escrow Agreement. (b) All decisions and actions by judgment of the Representative shall be binding upon for the accomplishment of the foregoing and all Company Equityholdersof the other terms, conditions and no Company Equityholder shall have the right to object, dissent, protest or otherwise contest the samelimitations of this Agreement. (c) Subject Each Equityholder agrees that the Representative shall have no liability to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held Equityholders for any act or omission by the Representative as permitted under this Section 9.16, excepting only actions taken in bad faith, and each Equityholder hereby irrevocably waives and releases any Claims it may have against the Representative for his acts and omissions hereunder other than any actions taken in bad faith. (d) EACH EQUITYHOLDER UNDERSTANDS AND ACKNOWLEDGES THAT HE OR SHE IS: (A) AUTHORIZING THE REPRESENTATIVE TO ACT FOR THE EQUITYHOLDERS, COLLECTIVELY AND INDIVIDUALLY, WITH BROAD POWERS; AND (B) AGREEING THAT THE REPRESENTATIVE WILL NOT BE LIABLE TO THE EQUITYHOLDERS, COLLECTIVELY OR INDIVIDUALLY, UNLESS THE REPRESENTATIVE ACTS IN BAD FAITH. EACH EQUITYHOLDER FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED TO SEEK INDEPENDENT AND SEPARATE COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO DO SO. (e) In the event of the failure or refusal of Seller to act as the Representative the Equityholders shall promptly appoint one of the Equityholders as their agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense AmountSection 9.16.

Representative. (a) By their execution Effective upon and by virtue of the Letter Required Stockholder Approval, and without any further act of Transmittal and/or Option Surrender Agreement, approval any of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this AgreementStockholders, the Company Equityholders Representative shall be hereby appoint the Representative appointed as the representative, representative of the Holders and as the attorney-in-fact and agent for and on behalf of the Company Equityholders in connection with the transactions contemplated by each Holder for purposes of this Agreement and the Escrow Agreement and any other agreements and documents executed or delivered in any litigation or arbitration involving connection with this Agreement and/or the Escrow Agreement. In connection therewith, and shall take such actions to be taken by the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to under this Agreement and the Escrow Agreement and any other agreements and documents executed or delivered in connection with this Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement; including, employthe Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, obtain and rely upon the advice of legal counselmodifications, accountants and other professional advisors waivers or changes thereto as to which the Representative, in its sole discretion, deems necessary shall have consented (provided that any waiver or advisable in amendment that shall adversely and disproportionately affect the performance rights or obligations of any Holder as compared to other Holders shall require the duties prior written consent of the Representative; such Holder), (ii) act for the Company Equityholders taking all actions and making all filings on behalf of such Holders with any Governmental Body or other Person necessary to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement; Agreement on behalf of such Holders, (iv) receive fundssatisfying from the Indemnity Escrow Account and Working Capital Escrow Account costs, make payments of fundsexpenses and/or liabilities incurred by the Representative in its capacity as the Representative and otherwise in accordance with this Agreement and/or the Escrow Agreement, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders taking all other actions that the Representative deems are either necessary or appropriate in its discretion relating to the subject matter judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required each Holder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction represent such Holder with regard to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement and any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the sole and exclusive representative of each of the Holders for any purpose provided for by this Agreement. Representative shall be bound by the same confidentiality restrictions binding Company pursuant to Section 11.01; provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative to keep the Holders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Representative of any change of address of such Holder. (b) All decisions and actions by A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all Holders and shall be final, binding and conclusive upon all Company Equityholderseach such Holder, and no Company Equityholder Parent and the Surviving Corporation may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Holder. Parent, the Surviving Corporation and the Escrow Agent shall have be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the right to object, dissent, protest or otherwise contest the sameRepresentative. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest incur no liability with respect to any action taken or suffered by any Holder in reliance upon any notice, direction, instruction, consent, statement or other earnings on amounts in the document believed by such Representative Expense Amount to be genuine and the Company Equityholders irrevocably transfer to have been signed by such Holder (and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability to determine the authenticity thereof), nor for any loss of principal other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Expense Amount other than as a result of its gross negligence or willful misconductRepresentative. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made In all questions arising under this Agreement or the Escrow Agreement, the Representative shall distribute may rely on the advice of outside counsel, and the Representative Account Payment shall not be liable to any Holder for anything done, omitted or suffered in good faith by Representative based on such advice. (if anyd) to the Buyer and/or The Holders shall severally (each based on its paying agent for distribution to the Company Equityholders. For tax purposes, Holder Indemnification Percentage) but not jointly indemnify the Representative Expense Amount shall be treated as having been received and voluntarily set aside by hold the Company Equityholders at Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the time part of Closing. The the Representative is not acting as a withholding agent and arising out of or in any similar capacity in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by the Representative. All fees and expenses incurred by the Representative Expense Amountin performing its duties shall be borne by the Holders in accordance with their respective Holder Indemnification Percentage; provided, however, before seeking reimbursement of such fees and expenses directly from the Holders, the Representative shall deplete the Representative Fund. In addition to the foregoing, the Representative shall be entitled to a fee of $70,000 for the provision of its services provided hereunder, which such fee shall be paid from the Representative Fund at the Representative’s discretion. The Representative Fund shall be available to reimburse the Representative for any expenses incurred or anticipated to be incurred on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. The Representative Fund shall terminate upon the reasonable good faith determination by Representative that the Representative Fund is no longer necessary for the purpose it was initially established. Upon such termination, the remaining amount of cash in the Representative Fund (together with interest and other income thereon) shall be distributed to the Holders, according to their respective Holder Indemnification Percentage. (e) At any time Holders representing at least seventy percent (70%) in interest of the Holders may, by written consent, appoint another Person as Representative. Notice together with a copy of the written consent appointing such Person and bearing the signatures of Holders of at least seventy percent (70%) in interest of the Holders must be delivered to Parent and, if applicable, the Escrow Agent not less than ten (10) days prior to such appointment. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent. For the purposes of this Section 9.01, “seventy percent (70%) in interest of the Holders” shall mean Holders representing in the aggregate at least seventy percent (70%) of the percentage interests in the Aggregate Merger Consideration. (f) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as the Representative, or if the Representative resigns as a Representative, Holders representing at least seventy percent (70%) in interest of the Holders may, by written consent, appoint a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Holders of at least seventy percent (70%) in interest of the Holders must be delivered to Parent and, if applicable, the Escrow Agent. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent. (g) 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 Holder, and (ii) shall survive the consummation of the Merger. The provisions of this Section 9.01 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Holder, and any references in this Agreement to any Holder or the Holders shall mean and include the successors to such Holder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Representative. (a) By their execution Each Stockholder irrevocably appoints Xxxxxx X. Xxxxx XX (the “Representative”) with power of the Letter of Transmittal and/or Option Surrender Agreementdesignation and assignment as his, approval of the Merger her or its true and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the Representative as the representative, lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Stockholder with the full power, without the consent of such Stockholder, to exercise as the Representative in its sole discretion deems appropriate, the powers which such Stockholder could exercise under the provisions of this Agreement or the Ancillary Agreements and to take all actions necessary or appropriate in the judgment of the Company Equityholders Representative in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewithAncillary Agreements, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative which shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have include the power and authority to: (i) act for the Company Equityholders to amend, modify, waive or provide consent with regard respect to any provision of this Agreement or any Ancillary Agreement and to execute, deliver and accept such waivers and consents and any and all matters pertaining notices, documents, certificates or other papers to be delivered in connection with this Agreement and the Escrow Agreement; including, employ, obtain Ancillary Agreements and rely upon the advice consummation of legal counsel, accountants the transactions contemplated hereby and other professional advisors thereby as the Representative, in its sole discretion, deems may deem necessary or advisable desirable. In any Third Party Defense in which more than one Stockholder is an Indemnitor, the performance Representative shall act on behalf of all Stockholder Indemnitors. The Purchaser and the Purchaser Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of the duties Representative as being legally binding acts of each Stockholder individually and the Representative;Stockholders collectively. The appointment and power of attorney granted by each Stockholder to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Stockholder or the occurrence of any other event or events. (iib) act for the Company Equityholders to transact matters of litigation; (iii) execute Each Stockholder acknowledges and deliver all amendments, waivers, ancillary agreements, certificates and documents agrees that the Representative deems necessary will not be liable to the Stockholders for any act done or appropriate omitted hereunder as the 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 will be conclusive evidence of such good faith. The Stockholders will jointly and severally indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the consummation acceptance or administration of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims duties under this Agreement and the Escrow Agreement. (bc) All decisions The Stockholders will reimburse the Representative for their Pro Rata Share of any out-of-pocket, independent, third-party fees and actions expenses (including fees and expenses of counsel, accountants and other advisors) incurred by the Representative shall be binding upon all Company Equityholders, and no Company Equityholder shall have the right to object, dissent, protest that arise out of or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as a withholding agent or in any similar capacity are in connection with the Representative Expense Amountacceptance or administration of the Representative’s duties under this Agreement and the Escrow Agreement.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the The Representative shall serve as the representative, attorney-in-fact agent for and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate Shareholders (in its discretion relating to the subject matter of this Agreement or the Escrow Agreement their capacities as fully and completely as the Company Equityholders could do if personally present; such) to: (vii) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree toreceive, assert, negotiate, enter into settlements and compromises of of, and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to, any Claims and Liabilities by any Indemnitee, against any such Shareholder or by any such Shareholder against any Indemnifying Party or any other dispute between Parent and any such Shareholder, in each case relating to claims this Agreement or the transactions contemplated hereby or thereby; and (ii) take all actions necessary or appropriate in the judgment of the Representative for indemnification made the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Any and all Claims and Liabilities between or among any Indemnitee, the Representative and/or any one or more Shareholders relating to this Agreement or the transactions contemplated hereby shall (i) in the case of any claim or dispute asserted by or against or involving any such Shareholder (in its capacity as such) (other than any claim against or dispute with the Representative), be asserted or otherwise addressed solely by the Buyer under Article VII; andRepresentative on behalf of such Shareholder (and not by such Shareholder acting on its own behalf). The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the shares held by the Shareholders upon not less than ten days' prior written notice to Parent. No bond shall be required of the Representative, and the Representative shall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Shareholders. (ixb) receive service The Representative shall not be liable to any Shareholder for any act done or omitted hereunder as the Representative while acting in good faith. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative. The Shareholders shall, severally and not jointly, on a pro rata basis, indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of process the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder, including without limitation the legal costs and expenses of defending the Representative against any claims claim or liability in connection with the performance of the Representative's duties. (c) Notwithstanding anything herein to the contrary, the Representative is not authorized to, and shall not, accept on behalf of any holder of Company Stock any Merger Consideration to which such holder of Company Stock is entitled under this Agreement and the Escrow Agreement. (b) All decisions and actions 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 or Parent now or hereafter owned of record or beneficially by any holder of Company Stock unless the Representative is expressly authorized to do so in writing signed by the holder of Company Stock. In all matters relating to this Article 8, the Representative shall be binding upon the only party entitled to assert the rights of the holders of Company Stock and the Representative shall perform all of the obligations of the holders of Company EquityholdersStock hereunder. Representative shall promptly, and no Company Equityholder shall have in any event within five (5) business days, provide written notice to the right affected of any action taken on their behalf by the Representative pursuant to object, dissent, protest or otherwise contest the sameauthority delegated to the Representative under this Section 8.5. (cd) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal reasonable access to information about the Company and the reasonable assistance of the Representative Expense Amount other than as a result Company's officers and employees for purposes of performing its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreementduties and exercising its rights hereunder, provided that the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to treat confidentially and not disclose any nonpublic information from or about the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as to anyone (except on a withholding agent or in any similar capacity in connection with the Representative Expense Amountneed to know basis to individuals who agree to treat such information confidentially).

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint The Sellers have appointed the Representative as the representative, representative of the Sellers and as the attorney-in-fact and agent for and on behalf of each Seller for purposes of this Agreement, the Company Equityholders Escrow Agreement, the other Transaction Documents and any other agreements and documents executed or delivered in connection with this Agreement or the transactions Transactions, in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by this Agreement Section 6.17 or Section 7.01(d), and the Escrow Agreement Representative has the full power and in any litigation or arbitration involving authority to take such actions to be taken by the Representative under this Agreement and/or Agreement, the Escrow Agreement. In connection therewith, the Representative is authorized to do other Transaction Documents and any other agreements and documents executed or refrain from doing all further acts delivered in connection with this Agreement or the Transactions and things, and to execute all such documents other actions on behalf of such Sellers as the Representative shall it may deem necessary or appropriateappropriate in connection with or to consummate the Transactions, andin each case other than under the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d), except as otherwise expressly provided in but including (i) negotiating and executing such amendments, modifications, waivers or changes to this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain the other Transaction Documents and rely upon the advice of legal counsel, accountants any other ancillary documents and other professional advisors as to which the Representative, in its sole discretion, deems necessary shall have consented (in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or advisable in the performance of the duties of the Representative; Section 7.01(d)), (ii) act for the Company Equityholders taking all actions and making all filings on behalf of such Sellers with any Governmental Entity or other Person necessary to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with effect the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; Transactions, (iviii) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of, complying with orders of and comply with arbitration awards and court orders courts with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the Escrow Agreement. (b) All decisions and actions by the Representative shall be binding upon all Company Equityholdersto, and no Company Equityholder shall have the right to object, dissent, protest otherwise administering and handling any Claims or otherwise contest the same. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to other matters under this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest the other Transaction Documents on behalf of such Sellers (in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d)), and (iv) taking all other earnings on amounts actions that are either necessary or appropriate in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal judgment of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following for the later of (i) the final release accomplishment of the final Net Milestone Payment foregoing or (ii) contemplated by the final resolution terms of any claims made under this Agreement, the Representative shall distribute Escrow Agreement, or the Representative Account Payment other Transaction Documents (if any) to in each case other than the Buyer and/or its paying agent for distribution to Executive Employment Agreements and the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside agreements with each Affiliated Provider contemplated by the Company Equityholders at the time of ClosingSection 6.17 or Section 7.01(d)). The Representative is not acting as a withholding agent or in the sole and exclusive representative of each of the Sellers for any similar capacity in connection with the Representative Expense Amountpurpose provided for by this Agreement.

Representative. (a) By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company Equityholders hereby appoint the The Representative shall serve as the representative, attorney-in-fact agent for and agent of the Company Equityholders in connection with the transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Representative; (ii) act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate Stockholders (in its discretion relating to the subject matter of this Agreement or the Escrow Agreement their capacities as fully and completely as the Company Equityholders could do if personally present; such) to: (vii) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree toreceive, assert, negotiate, enter into settlements and compromises of of, and comply with arbitration orders of courts and awards and court orders of arbitrators with respect to, any Claims and Liabilities by any Indemnitee, against the Company and any Company Stockholders or by any such Company Stockholder against any Indemnifying Party or any other dispute between Parent and any Company Stockholder, in each case relating to claims this Agreement or the transactions contemplated hereby or thereby; and (ii) take all actions necessary or appropriate in the judgment of the Representative for indemnification made the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Any and all Claims and Liabilities between or among any Indemnitee, the Representative and/or any one or more Company Stockholders relating to this Agreement or the transactions contemplated hereby shall in the case of any claim or dispute asserted by or against or involving any such Company Stockholder (in its capacity as such) (other than any claim against or dispute with the Representative), be asserted or otherwise addressed solely by the Buyer under Article VII; andRepresentative on behalf of such Company Stockholder (and not by such Company Stockholder acting on its own behalf). The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the shares held by the Company Stockholders upon not less than ten days’ prior written notice to Parent. No bond shall be required of the Representative, and the Representative shall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Stockholders. (ixb) receive service The Representative shall not be liable to any Company Stockholder for any act done or omitted hereunder as the Representative while acting in good faith. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative. The Company Stockholders shall, severally and not jointly, on a pro rata basis, based on the number of process shares of Company Common Stock issued and outstanding as of the Effective Time, indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder, including without limitation the legal costs and expenses of defending the Representative against any claims claim or liability in connection with the performance of the Representative’s duties. (c) Notwithstanding anything herein to the contrary, the Representative is not authorized to, and shall not, accept on behalf of any holder of Company Stock any Merger Consideration to which such holder of Company Stock is entitled under this Agreement and the Escrow Agreement. (b) All decisions and actions 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 or Parent now or hereafter owned of record or beneficially by any holder of Company Stock unless the Representative is expressly authorized to do so in writing signed by the holder of Company Stock. In all matters relating to this Article 8, the Representative shall be binding upon the only party entitled to assert the rights of the holders of Company Stock and the Representative shall perform all of the obligations of the holders of Company EquityholdersStock hereunder. Representative shall promptly, and no Company Equityholder shall have in any event within five (5) business days, provide written notice to the right affected of any action taken on their behalf by the Representative pursuant to object, dissent, protest or otherwise contest the sameauthority delegated to the Representative under this Section 8.7. (cd) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Expense Amount. The Company Equityholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal reasonable access to information about the Company and the reasonable assistance of the Representative Expense Amount other than as a result Company’s officers and employees for purposes of performing its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreementduties and exercising its rights hereunder, provided that the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to treat confidentially and not disclose any nonpublic information from or about the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing. The Representative is not acting as to anyone (except on a withholding agent or in any similar capacity in connection with the Representative Expense Amountneed to know basis to individuals who agree to treat such information confidentially).