Common use of Representative Clause in Contracts

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties By executing this Agreement, each of the TRA Parties shall be deemed to have agreed that it is desirable to designate a representative 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 the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it TRA Parties which may determine in its reasonable judgment to be necessary, advisable convenient or desirable appropriate to give effect facilitate any matters under this Agreement, including: (i) execution of the documents and 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; (iii) administration of the provisions of this Agreement. If ; (iv) any balance of and all consents, waivers, amendments or modifications deemed by the Representative Escrow Amount remains undisbursed at such time as all disputes, claims to be necessary or appropriate under this Agreement and other matters relating the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the transactions contemplated by other provisions of this Agreement; (vi) negotiating and compromising, the Purchase Price Adjustment Escrow Agreementon behalf of such TRA Parties, the Representative Escrow any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolvedexecuting, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect on behalf of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and TRA Parties, any settlement agreement, release or other document with respect to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, such dispute or remedy; and (iivii) upon receipt of any such amounts from the Escrow Agentengaging attorneys, (A) the Representative shall promptly pay accountants, agents or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect consultants on behalf of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, TRA Parties in connection with this Agreement and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect paying any fees related thereto on behalf of such Optionholder’s Options) of the balance of the TRA Parties, subject to reimbursement by such TRA Parties. The Representative Escrow Account and may resign upon 30 days’ written notice to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the CompanyPubCo, Xxxxxx Sub and Parent acknowledges and agrees provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a party replacement to this Agreement solely become the Representative, which is acceptable to perform certain administrative functions the resigning Representative in connection with its reasonable discretion. If the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees resigning Representative determines in its reasonable discretion that the Representative shall have no liability to, and shall replacement identified by PubCo is not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreementacceptable, the Indemnification Escrow Agreement resigning Representative and the Purchase Price Adjustment Escrow AgreementPubCo shall cooperate in good faith to identify a replacement acceptable to each such party. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have agreed that it is desirable to designate a representative no obligation to act on behalf of the Fully-Diluted Stockholders Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for certain limited purposespurposes of clarity, as specified hereinthere are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The parties have designated Xxxxxxx, Dubilier & Rice, LLC Representative agrees to act as the initial Representativerepresentative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the Stockholder Consent and action of the executed Letters of Transmittal will expressly ratify and approve such designationRepresentative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The Company hereby agrees that Parent power of attorney and all authority conferred under this Section 2.5 and the Escrow Agent powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be able to rely conclusively on irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the instructions and decisions delivery of an assignment by any Company Securityholder of the Representative as whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the settlement performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any claims against time before the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement termination of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, all payment obligations under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow this Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment agrees to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as bound by all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in respect of or contemplated by this Agreement or the transactions contemplated herebyEscrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, except by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (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. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the extent Representative in connection with its services under this Agreement and the Escrow Agreement (such Losses Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall be proven incur any liability to be the direct result Company Securityholders of fraud any kind with respect to any action or willful misconduct omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its 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 hereunderof, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) All The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of the indemnities, immunities and powers granted Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the Effective Timeresignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) The Representative hereby represents and warrants Buyer will have no liability to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws Company Securityholders or otherwise arising out of the State acts or omissions of DelawareRepresentative or any disputes with Representative. The Representative has all requisite power Buyer may rely entirely on its dealings with, and authority notices to execute and deliver this 95 Agreementfrom, the Indemnification Escrow Representative to satisfy any obligations it might have under this Agreement and or the Purchase Price Adjustment Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) The execution all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and delivery personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its obligations hereunder and thereunder do gross negligence 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 conflict with or violate any provision voluntarily make these funds available to its creditors in the event of any applicable law, rule or regulation bankruptcy. As soon as practicable following the completion of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreementresponsibilities, the Indemnification Escrow Agreement or its consummation of Representative will deliver any remaining of the transactions contemplated hereby Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and therebythe agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. Each Seller hereby authorizes, directs and appoints Restaurant Holdings to act as its sole and exclusive agent, attorney-in-fact and representative (the “Representative”) and authorizes and directs the Representative to (a) The parties have agreed that it is desirable take any and all actions (including, without limitation, executing and delivering any documents (including any amendment or modification to designate a representative to act this Agreement), incurring any costs and expenses on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, such Seller and the Stockholder Consent making any and the executed Letters of Transmittal will expressly ratify and approve such designation. (ball determinations) The Company hereby agrees that Parent and the Escrow Agent shall which may be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted by this Agreement to be taken by such Seller; (b) make decisions on behalf of such Seller with respect to the Representative hereundertransactions and other matters contemplated by this Agreement or the other Transaction Documents, under including regarding adjustments to the Estimated Aggregate Purchase Price Adjustment Escrow Agreement and the management, negotiation, settlement and compromise of indemnification claims or under demand litigation or arbitration with respect to any third-party suits or claims by the Indemnification Escrow Agreement. Purchaser for indemnification; (c) Upon written instruction exercise such other rights, power and authority, as are authorized, delegated and granted to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims ; and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent therewith, shall be absolutely and irrevocably binding on each such Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each of the Company, Xxxxxx Sub and Parent acknowledges and Seller agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent actions taken or the Surviving Corporation omitted to be taken under or in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except for such actions taken or omitted to be taken resulting from the extent such Losses Representative’s willful misconduct. Purchaser shall be proven entitled to deal exclusively with the Representative on all matters relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed by or purported to be executed on behalf of any Seller by the direct result Representative, and on any other action taken or purported to be taken on behalf of fraud or willful misconduct any such Seller by the Representative in connection with the performance of its obligations hereunderas fully binding upon each such Seller. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative Holders irrevocably appoint Stone Point Capital LLC to act as the designated representative, agent and attorney-in-fact of such Holders with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to this Agreement and the Escrow Agreement on behalf of such Holders (the committee, in such capacity, the "Representative"), including (i) approving any of the documents required to be delivered by such Holders on or after the Closing Date, (ii) approving or contesting the Closing Statement, and/or the Initial Merger Consideration adjustments, as set forth in Article III of this Agreement, and any other matter provided for in Article III of this Agreement, (iii) administering any indemnification matter on behalf of the Fully-Diluted Stockholders for certain limited purposesHolders, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as agreeing to the settlement of any claims against indemnification matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to any waiver, consent or amendment under or to this Agreement, provided that no such waiver, consent or amendment shall adversely affect the Purchase Price Adjustment Escrow Amount pursuant allocation of any consideration hereunder to any Holder who does not expressly consent thereto in writing, (v) distributing to the Purchase Price Adjustment Escrow Agreement, Holders any portion of any consideration hereunder payable to the settlement Holders after the Closing Date, (vi) sending, receiving and reviewing notices under this Agreement on behalf of any claims against the Indemnification Escrow Amount pursuant Holders and (vii) appointing a successor Representative in the event of the resignation or death of the then current Representative. Each Holder acknowledges that this Section 11.12 is intended to have the Indemnification Escrow Agreement broadest possible scope for the purpose of promoting the efficient negotiation and handling of all matters which arise under or as to any in connection with this Agreement. All actions required or permitted to be taken by the Representative hereunderin connection with, under or relating to, the Purchase Price Adjustment subject matter of this Agreement or the Escrow Agreement or under that are within the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by authority conferred upon the Representative pursuant to this Section 5.11(b))11.12 shall be deemed authorized, will be paid out approved, ratified and confirmed by the Holders, having the same force and effect as if performed pursuant to the direct authorization of such Holders. Subject to the terms of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements shall be entitled, absent gross negligence or bad faith, to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions indemnification in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its rights and obligations hereunder pursuant to this Section 11.12 and/or under the Escrow Agreement, which indemnification shall be satisfied solely by having recourse against the Escrow Funds; provided that, subject to Section 7 of the Escrow Agreement, any such indemnification of the Representative shall be subject and thereunder do strictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Escrow Agreement, with no Escrow Funds to be paid to the Representative until the Parent and the Indemnified Parties have no further rights thereto and such funds are about to be returned to the Holders. The Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative on behalf of the Holders and shall not and will be liable in any manner whatsoever for any action taken or not conflict with taken in reliance upon the actions taken or violate not taken or communications or writings given or executed by the Representative. The Parent shall be entitled to disregard any provision of notices or communications given or made by any applicable law, rule Holder unless given or regulation of any Governmental Authority applicable to, or the organizational documents of, made through the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Escrow Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Escrow Amount. (d) Each of the Company, Xxxxxx Merger Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Merger Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative Each Shareholder irrevocably appoints Min Juang (the “Representative”) with power of designation and assignment as 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 Representative in connection with this Agreement, which shall include the 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 consummation of the transactions contemplated hereby as the Representative, in its sole discretion, may deem necessary or desirable; provided that the Representative 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 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 Fully-Diluted Stockholders for certain limited purposes, as specified hereinAcquired Companies in connection with the transactions contemplated hereunder. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, Buyer and the Stockholder Consent 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 Shareholder individually and the executed Letters Shareholders collectively. The appointment and power of Transmittal will expressly ratify attorney granted by each Shareholder to the Representative shall be deemed coupled with an interest and approve all authority conferred hereby shall be irrevocable whether by death or incapacity of any such designationShareholder or the occurrence of any other event or events. (b) The Company hereby Each Shareholder acknowledges and agrees that Parent the Representative will not be liable to such Shareholder for any act done or omitted hereunder as the Representative while acting in good faith and in the Escrow Agent shall exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be able to rely conclusively 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 bad faith on the instructions and decisions part of the Representative as to and arising out of or in connection with the settlement acceptance or administration of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, its duties under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow this Agreement. (c) Upon written instruction to The Shareholders will reimburse the Escrow AgentRepresentative for their pro rata share, all of any out-of-pocket pocket, independent, third-party fees and expenses (including legalfees and expenses of counsel, accounting accountants and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including that arise out of or are in connection with the determination acceptance or administration of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of duties under this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties At the Effective Time, Fortis Advisors LLC, a Delaware limited liability company, will be constituted and appointed as the Representative. Each Indemnitor, by virtue of its adoption of this Agreement or acceptance of the Merger Consideration payable to such Indemnitor, and without any further action of any of the Indemnitors or the Company, will be deemed to have agreed that it is desirable appointed and constituted the Representative as his, her or its representative, exclusive agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement, the Escrow Agreement and the Representative Engagement Agreement. Without limiting the foregoing, the Representative will be the exclusive agent for and on behalf of the Indemnitors to designate a representative (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any of the other Transactions hereunder or thereunder; (ii) authorize the release (by providing joint written instructions to the Escrow Agent) to Parent or the Indemnitors of any amounts from the Indemnification Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement, including with respect to the Closing Balance Sheet and/or the Post-Closing Statement, and legally bind each Indemnitor to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to the Closing Balance Sheet and/or the Post-Closing Statement or such claims in accordance with Section 7.7; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, the Closing Balance Sheet and/or the Post-Closing Statement or such claims; (v) take all actions necessary or appropriate in the sole judgment of the Representative in connection with the Representative’s obligations, powers and authority hereunder, under the Escrow Agreement and under the Representative Engagement Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance, and (vi) subject to Section 6.3, execute for and on behalf of each Indemnitor any amendment to this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages). Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Fully-Diluted Stockholders for certain limited purposesIndemnitors, except as specified expressly provided herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as in the initial RepresentativeEscrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Stockholder Consent Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. This appointment of agency, this power of attorney and the executed Letters immunities and rights to indemnification granted to the Representative Group hereunder: (A) are coupled with an interest and will be irrevocable and will not be terminated by any Indemnitor or by operation of Transmittal Law, whether by the death, incompetence, bankruptcy, liquidation or incapacity of any Indemnitor or the occurrence of any other event, and shall be binding on any successor to such Indemnitor, and any action taken by the Representative will expressly ratify 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, and approve such designation(B) shall survive the delivery of an assignment of the whole or any fraction of his, her or its interest in the Indemnification Escrow Fund. (b) The Company hereby agrees Representative will be the sole and exclusive means of asserting or addressing any of the above, and no Indemnitor will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. 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 that Parent is within the scope of the Representative’s authority pursuant to Section 7.11(a) (a “Representative’s Decision”) will 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 Indemnitors and will be final, binding and conclusive upon each of them and such Indemnitor’s successors as if expressly confirmed and ratified in writing by such Indemnitor, and all defenses which may be available to any Indemnitor to contest, negate or disaffirm the Escrow Agent shall be able to rely conclusively on the instructions and decisions action of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow taken in good faith under this Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or the Representative Engagement Agreement are waived. Each Indemnified Person will be entitled to rely upon any Representative’s Decision 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 Indemnitor. Each Indemnified Person is unconditionally and irrevocably relieved from any liability to any actions required Person for any acts done by them in accordance with any Representative’s Decision. A notice by Parent to the Representative will constitute a notice to each of the Indemnitors. (c) The Representative may resign at any time upon 15 days written notice to the Advisory Group. The agency of the Representative may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or permitted consent of Indemnitors representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors upon not less than ten days’ prior written notice to Parent. A vacancy in the position of the Representative may be taken filled by the vote or consent of Indemnitors representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors. If the Representative resigns, refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, representing a majority of the Aggregate Escrow Funding Percentages 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 the expiration of such 15-day written notice. In the event of a vacancy in the position of the Representative, or refusal or incapability of the Representative to serve, which continues for more than 30 days, Parent may appoint a successor Representative who will thereafter be a successor Representative 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 Parent, which will be the addresses set forth in the Closing Statement unless Representative provides notice to Parent of any different address in the manner described in Section 8.3. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement, the Escrow Agreement or the Representative Engagement Agreement. (d) Certain Indemnitors have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative to provide direction to the Representative in connection with its services under this Agreement, the Escrow Agreement and the Representative Engagement Agreement (such Indemnitors, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). 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 to any Indemnitor for any action or failure to act in connection with the acceptance or administration of the Representative’s responsibilities hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Representative Engagement Agreement. (c) Upon written instruction , unless and only to the Escrow Agentextent such action or failure to act constitutes gross negligence or willful misconduct. The Indemnitors shall indemnify, defend and hold harmless the Representative Group from and against any and all out-of-pocket fees and losses, claims, damages, liabilities, fees, costs, expenses (including legalfees, accounting disbursements and costs of counsel and other advisors’ fees skilled professionals and expensesin connection with seeking recovery from insurers), if applicablejudgments, fines or amounts paid in settlement (collectively, the “Representative Expenses”) reasonably incurred by without gross negligence or willful misconduct on the part of the Representative in performing any actions under this Agreement (including and arising out of or in connection with the determination acceptance or administration of its duties hereunder, under the Conclusive Merger Consideration pursuant to Section 2.11Escrow Agreement or under the Representative Engagement Agreement. Such Representative Expenses may be recovered first, from the Purchase Price Adjustment Escrow AgreementExpense Fund, second, from any distribution of the Indemnification Escrow Agreement Fund otherwise distributable to the Indemnitors at the time of distribution, and any Transfer Taxes paid by third, directly from the Representative pursuant Indemnitors according to Section 5.11(b)), their respective Direct Indemnification Percentages. No bond will be paid out required of the Representative. The Representative Xxxxxx Account will also be entitled to advances against Representative Expenses from time to timethe Expense Fund, as in the reasonable judgment and when such fees and expenses are incurred and at discretion of the Representative’s sole discretion. In additionThe Representative is hereby authorized to withdraw all or any portion of the Expense Fund and to withhold, or cause to be withheld and paid to the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount Representative, amounts that would otherwise be distributed to the Fully-Diluted Stockholders andIndemnitors, prior in each case to pay for any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurredRepresentative Expenses. The Indemnitors acknowledge that the Representative shall establish with not be required to expend or risk its own funds or otherwise incur any financial liability in the Escrow Agent such terms and procedures for administeringexercise or performance of any of its powers, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment rights, duties or privileges or pursuant to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Engagement Agreement or the transactions contemplated herebyhereby or thereby. Furthermore, except the Representative shall not be required to take any action unless the extent such Losses shall Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be proven to be the direct result of fraud or willful misconduct incurred by the Representative in connection with the performance of its obligations hereunderperforming such actions. (e) All The Representative will 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 will be conclusive evidence of such good faith. The Representative shall be entitled to: (i) rely upon the Closing Statement, (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 indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Timeapplicable Indemnitor or other party. (f) The Representative hereby represents will have reasonable access to information about the Surviving Entity, the Second Surviving Entity and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws reasonable assistance of the State Company’s former officers and employees for purposes of Delawareperforming the Representative’s duties and exercising the Representative’s rights hereunder, except that no Indemnified Person will be required to provide any information that is subject to a legal privilege or a protective Order or the disclosure of which would violate any Laws. The Representative has all requisite power will treat confidentially and authority to execute and deliver not use or disclose the terms of this 95 Agreement, any Related Agreement or any nonpublic information from or about Parent, Surviving Entity, the Indemnification Escrow Agreement Second Surviving Entity or any Indemnified Person to anyone, except that the Representative may disclose the terms or information to the Indemnitors or the Representative Group, including 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 Parent, the Representative will enter into a separate confidentiality agreement before being provided access to such information. (g) The initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Purchase Price Adjustment Escrow Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. (iih) The execution and delivery Expense Fund shall be held by the Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement, the Indemnification Escrow Agreement or the Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Purchase Price Adjustment Escrow Agreement Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Expense Fund will be deposited in a non-interest bearing account, and neither the performance Indemnitors nor the Representative will receive any interest on the Expense Fund. Subject to Advisory Group approval, the Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnitors. As soon as reasonably determined by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or that the organizational documents ofExpense Fund is no longer required to be withheld, the RepresentativeRepresentative shall distribute the remaining Expense Fund, if any, to the Escrow Agent and/or Parent for further distribution to the Indemnitors in accordance with their respective Direct Indemnification Percentages. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. Each Stockholder, by virtue of his, her or its execution of this Agreement, hereby makes, constitutes and appoints Xxxxxx X. Xxxxxxx (a) The parties have agreed that it is desirable the “Representative”), with full power of substitution and re-substitution, as his, her or its true and lawful attorney-in-fact to designate a representative to act execute and deliver each of the Escrow Agreement and EBITDA Shares Escrow Agreement on behalf of the Fully-Diluted Stockholders (and to execute and deliver all other documentation required thereby) and to represent the interests of the Persons entitled to receive Stockholder Shares and EBITDA Shares as a result of the transactions contemplated hereby for certain limited purposespurposes of this Agreement, as specified hereinthe Escrow Agreement and EBITDA Shares Escrow Agreement. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as Representative shall be the initial Representative, exclusive agent for and on behalf of the Stockholders to: (i) give and receive notices and communications to or from KBL and/or the respective escrow agents under the Escrow Agreement and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the EBITDA Shares Escrow Agent shall be able Agreement relating to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow this Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification EBITDA Shares Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries to KBL and/or the Surviving Pubco of Escrow Shares from the escrow fund in satisfaction of claims asserted by KBL and/or the Surviving Pubco (on behalf of itself or any Transfer Taxes paid other KBL Indemnitee, including by not objecting to such claims); (iii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) waive any condition in this Agreement, the Representative pursuant to Section 5.11(b)), will be paid out Escrow Agreement or the EBITDA Shares Escrow Agreement on behalf of the Stockholders and (vi) take all actions necessary or appropriate in the judgment of the Representative Xxxxxx Account from time for the accomplishment of the foregoing, in each case without having to time, as and when such fees and expenses are incurred and at seek or obtain the Representative’s sole discretionconsent of any person under any circumstance. In additionNotwithstanding the foregoing, the Representative shall have the right not consent or agree to recover or negotiate or enter into any settlement and compromise of any claim that includes any admission of guilt, criminal liability or wrong-doing by any Stockholder unless approved in writing in advance by such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurredStockholder. The Representative shall establish with be the Escrow Agent such terms sole and procedures for administering, investing and disbursing exclusive means of asserting or addressing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at above and no Stockholder shall have any right to act on its own behalf with respect to any such time as all disputes, claims and matters or other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except other than any claim or dispute against the Representative. If the Person serving as the Representative ceases to serve in such capacity, for any reason, those members of the board of directors of the Surviving Pubco who were members of the board of directors of PRWT prior to the extent Closing shall appoint as successor a Person who was a former director or PRWT or such Losses other Person as such members shall be proven designate. Such Person or successor is intended to be the direct result “Representative” referred to in Article VII hereof, the Escrow Agreement and EBITDA Shares Escrow Agreement. KBL, the Surviving Pubco and each of fraud their respective Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Representative without independent investigation. No bond shall be required of the Representative. The Representative shall receive no fees for his services but shall be entitled to reimbursement for his reasonable out-of-pocket expenses as provided below and in the Escrow Agreement and EBITDA Shares Escrow Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Stockholders. KBL, the Surviving Pubco and each of their respective Affiliates shall have no liability to any of the Stockholders or any other constituencies for any acts or omissions of the Representative (including any failure to deliver amounts or shares paid to the Representative on behalf of any of the Stockholders or any other constituencies), or any acts or omissions taken or not taken by any other persons at the direction of the Representative. 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 that is within the scope of the Representative's authority under this Section 1.12(b) 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 Stockholders and shall be final, binding and conclusive upon each such Stockholder and the escrow agents under the Escrow Agreement and the EBITDA Shares Escrow Agreement and KBL and the Surviving Pubco 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 Stockholder. The Stockholders, jointly and severally, shall indemnify and hold harmless the Representative against any Losses (as defined in Section 7.1(b)) arising out of actions taken or omitted to be taken in his capacity as the Representative (except in the case of gross negligence or willful misconduct by the Representative in connection with Representative), including the performance reasonable costs and expenses of its obligations hereunder. (e) All investigation and defense of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delawareclaims. The Representative has all requisite power and authority shall not be liable to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery any of Stockholders or any of their respective Affiliates for any decisions made or actions taken by the Representative of in good faith and believed by him to be authorized by, or within the rights or powers conferred upon him by, this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative may consult with counsel of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representativehis own choice. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the Fully-Diluted Net Asset Value and Adjusted Base Purchase Price, (ii) the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for certain limited purposeswhich the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, as specified herein. The parties have designated Xxxxxxxthe Principal Stockholders, Dubilier & Rice, LLC as the initial Representativeby their execution of this Agreement, and the Stockholder Consent Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares or Cash Merger Consideration pursuant to this Agreement, hereby designate the executed Letters of Transmittal will expressly ratify Representative as their representative, attorney-in-fact and approve such designationagent. (b) The Company hereby agrees that Parent Principal Stockholders, by their execution of this Agreement, and the Escrow Agent shall be able to rely conclusively on Other Company Stockholders, by the instructions and decisions approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares or Cash Merger Consideration pursuant to this Agreement, hereby authorize the Representative as (i) to make all decisions relating to the determination of the Net Asset Value, the Adjusted Base Purchase Price and any increase or decrease in the Total Merger Consideration pursuant to Section 1.10, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims against for which the Purchase Price Adjustment Escrow Amount Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Purchase Price Adjustment Escrow Agreement, and (iv) to the settlement of take any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or and all additional action as to any actions required or permitted is contemplated to be taken by or on behalf of the Representative hereunder, under Company Stockholders by the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow terms of this Agreement. (c) Upon written instruction 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 Escrow Agent, Effective Time held at least a majority of the outstanding Company Shares held by all outCompany Stockholders (voting on an as-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicableconverted to Common Share basis)) reasonably incurred shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative in performing any actions under for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Representative, including in connection with without limitation any agreement between the Representative and the Buyer relating to the determination of the Conclusive Merger Consideration Net Asset Value and the Adjusted Base Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Section 2.11Article VI hereof, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will shall be paid out binding upon all of the Representative Xxxxxx Account from time to timeCompany Stockholders, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative no Company Stockholder shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders andobject, prior to any such distributiondissent, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement protest or otherwise in respect of this Agreement or contest the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereundersame. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Equityholder shall be deemed to have agreed that it is desirable approved the designation of, and hereby designates, Shareholder Representative Services LLC as the Representative for all purposes in connection with this Agreement and any Ancillary Agreement, including to designate a representative give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to act authorize and agree to adjustments to the Cash Payment and Earn-Out Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Amount, to take all actions on behalf of the Fully-Diluted Stockholders Equityholders pursuant to this Agreement, Escrow Agreement and any Ancillary Agreement to which such Equityholder is a party, and to take all actions necessary or appropriate in the judgment of the Representative for certain limited purposesthe accomplishment of the foregoing. More specifically, as specified hereinthe 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, Escrow 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 Equityholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Equityholder, 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 Equityholder 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 shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of the Equityholders necessary to effectuate the Closing and related transactions. The parties have designated XxxxxxxRepresentative shall be authorized to take all actions on behalf of the Equityholders in connection with any claims made under Articles 8 or 9 of this Agreement (including Equityholder Specific Claims), Dubilier & Rice, LLC as the initial Representativeto defend or settle such claims, and to make payments in respect of such claims on behalf of the Stockholder Consent Equityholders. The Representative may resign at any time. The Equityholders may remove or replace the Representative by a vote of holders that own a majority of the 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. Notices or communications to or from the Representative from and after Closing will constitute notice to or from each of the executed Letters of Transmittal will expressly ratify and approve such designationEquityholders. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement will incur no liability of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as kind with respect to any actions required action or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any Ancillary Agreement, except in the event of liability directly resulting from the Representative’s gross negligence or willful misconduct. The Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Equityholders will 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 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 gross negligence or willful misconduct of the Representative, the Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Equityholder, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund, (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Equityholders, and (iii) from any Earn-out Payments at such time as any such amounts would otherwise be distributable to the Equityholders; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Equityholders 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 Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations hereunderof, or provisions limiting the recourse against non-parties otherwise applicable to, the Equityholders 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 will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (c) A decision, act, consent or instruction of the Representative will constitute a decision of all the Equityholders and will be final, binding and conclusive upon each such Equityholder, 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 Equityholder. 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. (d) Notwithstanding anything in this Section 12.15 to the contrary, the Representative shall have no power or authority to act on behalf of any Equityholder with respect to any Equityholder Specific Claim. (e) All of The Equityholders will not receive any interest or earnings on the indemnities, immunities Expense Fund and powers granted irrevocably transfer and assign to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delawareany ownership right that they may otherwise have had in any such interest or earnings. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, will not be liable for any loss of principal of the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative Expense Fund other than as a result of its obligations hereunder and thereunder do gross negligence 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 conflict with or violate any provision voluntarily make these funds available to its creditors in the event of any applicable law, rule or regulation bankruptcy. As soon as practicable following the completion of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreementresponsibilities, the Indemnification Escrow Agreement or its consummation of Representative will deliver any remaining balance of the transactions contemplated hereby Expense Fund to the Exchange Agent for further distribution to the Equityholders. For tax purposes, the Expense Fund will be treated as having been received and therebyvoluntarily set aside by the Shareholders at the time of Closing.

Representative. (a) The parties have agreed that it is desirable Awardee authorizes the Data Recipients to designate a representative to act on behalf receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of the Fully-Diluted Stockholders for certain limited purposesimplementing, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representativeadministering, and managing Awardee’s participation in the Stockholder Consent Plan. Awardee understands that Data will be held only as long as is necessary to implement, administer and manage Awardee’s participation in the executed Letters Plan. Awardee understands that, if Awardee resides outside the United States, Awardee may, at any time, view Data, request additional information about the storage and processing of Transmittal Data, require any necessary amendments to Data to make the information contained therein factually accurate, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Awardee’s local human resources representative. Further, Awardee understands that Awardee is providing the consents herein on a purely voluntary basis. If Awardee does not consent, or if Awardee later seeks to revoke the consents, Awardee’s employment with the Employer will expressly ratify and approve such designation. (b) The not be affected; the only consequence of refusing or withdrawing the consents is that the Company hereby agrees that Parent and the Escrow Agent shall would not be able to rely conclusively grant Restricted Stock Units or other equity awards to Awardee or administer or maintain such awards. Therefore, Awardee understands that refusing or withdrawing the consents may affect Awardee’s ability to participate in the Plan. For more information on the instructions and decisions consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that Awardee may contact in writing Awardee’s local human resources representative. Upon request of the Representative as Company or the Employer, Awardee agrees to the settlement of provide a separate executed data privacy consent form (or any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement other agreements or as to any actions consents that may be required or permitted to be taken by the Representative hereunder, under Company and/or the Purchase Price Adjustment Escrow Agreement or under Employer) that the Indemnification Escrow Agreement. (c) Upon written instruction Company and/or the Employer may deem necessary to obtain from Awardee for the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by purpose of administering Awardee’s participation in the Representative Plan in performing any actions under this Agreement (including in connection compliance with the determination of data privacy laws in Awardee’s country, either now or in the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretionfuture. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges Awardee understands and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall Awardee will not be liable for able to participate in the Plan if Awardee fails to provide any Losses of, any of the Company, Merger Sub, Parent such consent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct agreement requested by the Representative in connection with Company and/or the performance of its obligations hereunderEmployer. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the FullyNet Working Capital and Adjusted Base Cash Purchase Price, (ii) the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof and (iii) the enforcement of any rights of the Company Stockholders under Article VII hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby designate the Representative as their representative, attorney-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, in-fact and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationagent. (b) The Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby agrees that Parent authorize the Representative (i) to prepare and deliver the Closing Balance Sheet and to make all decisions relating to the determination of the Net Working Capital and the Escrow Agent Adjusted Base Cash Purchase Price, (ii) to take all action necessary in connection with the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to enforce any rights of the Company Stockholders under Article VII hereof, (iv) to give and receive all notices required to be given under the Agreement, and (v) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform his, her or 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 basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) 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 Working Capital and the Adjusted Base Cash Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By his, her or its approval of the Merger and adoption of this Agreement, and/or his or its acceptance of Merger Consideration, each Company Stockholder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Net Working Capital and the Adjusted Base Cash Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow AgreementPrice, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VI hereof or as to any other actions required or permitted to be taken by the Representative hereunder, under and no party shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer for any action taken by the Buyer in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement.Representative; (cii) Upon written all actions, decisions and instructions of the Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow except for fraud or willful breach of this Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to ; (iii) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Company Stockholder 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 Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay be entitled to each Optionholder its applicable Ownership Percentage (in respect temporary and permanent injunctive relief without the necessity of such Optionholder’s Options) of proving damages if either the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or 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 Company Stockholder, and any references in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement to a Company Stockholder or the transactions contemplated hereby, except Company Stockholders shall mean and include the successors to the extent such Losses shall be proven Company Stockholder’s rights hereunder, whether pursuant to be testamentary disposition, the direct result laws of fraud descent and distribution or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Timeotherwise. (f) The Company Stockholders shall severally and not jointly indemnify the Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited hold him, her or it harmless against any loss, liability company under or expense incurred without gross negligence or bad faith on the laws part of the State Representative and arising out of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, or in connection with the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative acceptance or administration of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and therebyduties hereunder.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, hereunder or under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11Agreement, the Purchase Price Adjustment Escrow Agreement, Agreement or the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Escrow Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction distribute to the Escrow Agent to deliver promptly from the Representative Escrow Account each Fully-Diluted Stockholder, by wire transfer of immediately available funds to the Representative an amount in cash equal account (or by check to the Common Stockholders’ aggregate an address) designated by each Fully-Diluted Stockholder, such Fully-Diluted Stockholder’s Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Merger Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Merger Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a Effective upon and by virtue of the Required Stockholder Approval, and without any further act of any of the Stockholders, the Representative shall be hereby appointed by the Stockholders as the representative to act of the Stockholders and as the attorney-in-fact and agent for and on behalf of the Fully-Diluted Stockholders each Stockholder for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters purposes of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent this Agreement and the Escrow Agent Agreement and any other agreements and documents executed or delivered in connection with this Agreement and shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any take such actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with and the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as other agreements and when documents executed or delivered in connection with this Agreement and such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any other actions on behalf of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which the Representative, in its reasonable judgment sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Stockholder as compared to be necessaryother Stockholders shall require the prior written consent of such Stockholder), advisable (ii) taking all actions and making all filings on behalf of such Stockholders with any Governmental Authority or desirable other Person necessary to give effect to the provisions consummation of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement(iii) agreeing to, the Representative Escrow Agreement negotiating, entering into settlements and all other instruments and agreements to be delivered pursuant hereto have been finally resolvedcompromises of, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer complying with orders of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in courts with respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for otherwise administering and handling any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative claims under this Agreement or the Escrow Agreement on behalf of such Stockholders, (iv) satisfying from the Escrow Account costs, expenses and/or liabilities incurred by the Representative in its capacity as the Representative and otherwise in respect accordance with this Agreement and/or the Escrow Agreement, and (v) 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 or the transactions contemplated herebyEscrow Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as each Stockholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Stockholder with regard to 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 Stockholders 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, except however, that the Representative shall use commercially reasonable efforts based on contact information available to the extent Representative to keep the Stockholders 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 Stockholders. Each Stockholder shall promptly provide written notice to the Representative of any change of address of such Losses Stockholder. (b) A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all Stockholders and shall be proven final, binding and conclusive upon each such Stockholder, and Parent and the Surviving Company 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 Stockholder. Parent, the Surviving Company and the Escrow Agent shall be relieved from any liability to be any Person for any acts done by them in accordance with such decision, act, consent or instruction of the direct result of fraud or willful misconduct by Representative. (c) Certain Stockholders have entered into a letter agreement with the Representative to provide direction to the Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (such Stockholders, included their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Representative and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”) shall incur liability with respect to any action taken or suffered by any Stockholder 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 such Stockholder (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Group. In all questions arising under this Agreement or the Escrow Agreement, the Representative may rely on the advice of outside counsel, and the Representative shall not be liable to any Stockholder for anything done, omitted or suffered in good faith by Representative based on such advice. No provision of this Agreement or the Escrow Agreement shall require the Representative 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 or the Escrow Agreement on behalf of any Stockholders. (d) Each Preferred Stockholder shall severally, but not jointly (based on such Preferred Stockholder’s Proportionate Share), indemnify the Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative Group 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 reasonably retained by the Representative. All fees and expenses incurred by the Representative in performing its duties shall be borne by the Preferred Stockholders in accordance with their respective Proportionate Shares of such fees and expenses and shall be paid first out of the Representative Reserve, second from the Escrow Amount or any Earnout Payment or Milestone Payment otherwise distributable to the Stockholders, and, third, directly from the Preferred Stockholders, in accordance with their respective Proportionate Shares. As soon as practicable following the termination of all of the Representative’s obligations related to this Agreement and the transactions hereunder, as determined in the sole discretion of the Representative, the Representative shall distribute the remaining portion of the Representative Reserve (if any) (i) to Parent for prompt payment of the MIP Payment with respect to such distribution and (ii) to Parent or Parent’s paying agent for prompt distribution to the Preferred Stockholders based on each Preferred Stockholder’s Proportionate Share of such amount by wire transfer of immediately available funds; provided that in the event that the Preferred Stockholder Allocated Amounts, including amounts distributable in connection with such payment, exceeds the Aggregate Liquidation Preference Amount, then the amount of such payment in excess of the Aggregate Liquidation Preference Amount shall be distributed to the Common Stockholders based on each Common Stockholder’s Proportionate Share of such excess (any such distribution, a “Reserve Distribution”). (e) The Representative Reserve shall be held in a segregated client account, separate from the Representative’s corporate funds and the Representative will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Reserve shall be used for the purposes of paying directly, or reimbursing the Representative for, any losses, liabilities or expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Stockholders shall not receive interest or other earnings on amounts in the Representative Reserve and the Stockholders 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 Reserve. 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 Reserve other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Reserve, and has no tax reporting obligations hereunder. (ef) All At any time Stockholders representing at least seventy percent (70%) in interest of the indemnitiesStockholders 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 Stockholders of at least seventy percent (70%) in interest of the Stockholders 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 8.1, “seventy percent (70%) in interest of the Stockholders” shall mean Stockholders representing in the aggregate at least seventy percent (70%) of the percentage interests in the Aggregate Merger Consideration. (g) 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 seventy percent (70%) in interest of the Stockholders 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 Stockholders of at least seventy percent (70%) in interest of the Stockholders 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. (h) The immunities and powers granted rights to the Representative under this Agreement indemnification shall survive the Effective Time. (f) The resignation or removal of Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws or any member of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement Advisory Group and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate Closing and/or any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution termination of this Agreement or the Purchase Price Adjustment Escrow 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 Stockholder 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 Stockholder, (B) shall survive the delivery of an assignment by any Stockholder 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 Merger. The provisions of this Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Stockholder, and any references in this Agreement to any Stockholder or the Stockholders shall mean and include the successors to such Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the Indemnification Escrow Agreement laws of descent and distribution or its consummation of any of the transactions contemplated hereby and therebyotherwise.

Representative. (a) The parties have agreed that it is desirable to designate a Each Stockholder by signing this Agreement designates Rxxx Xxxxxx as its representative to act on behalf and the representative of the Fully-Diluted Stockholders, in each case for purposes of the Transaction Documents (the “Representative”). If Rxxx Xxxxxx shall be unable to serve as the Representative, the Stockholders for certain limited purposes, as specified hereindesignate Hxxxxxx Xxxxxx to be the Representative. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as Stockholders shall be bound by any and all actions taken by the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationRepresentative on their behalf. (b) The Company Representative is hereby agrees that Parent appointed and constituted the true and lawful attorney-in-fact of each Stockholder, with full power in his or her name and on his or her behalf to act according to the terms of the Transaction Documents in the discretion of the Representative, and to do all things and to perform all acts, including amending the Transaction Documents, waiving rights, discharging liabilities and obligations, making all decisions relating to the determination of the Purchase Price Adjustment, and executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Stockholders, or by operation of Law, whether by death or other event. (c) All decisions and actions by the Representative, including, without limitation, any agreement between the Representative and the Escrow Agent Buyer relating to the determination of the Purchase Price Adjustment, or the defense or settlement of any claims for which the Stockholders may be required to indemnify the Buyer Indemnified Parties and/or the Company pursuant to Article VI hereof, shall be binding upon all Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (d) By his or her execution of this Agreement, each Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow AgreementAdjustment, to or the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer or the Company pursuant to the Indemnification Escrow Agreement Article VI hereof or as to any other actions required or permitted to be taken by the Representative hereunder, under and no party hereunder shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer for any action taken by the Buyer in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement. Representative; (cii) Upon written all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Stockholders and no Stockholder shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement, except for fraud or willful breach of this Agreement by the Representative; (including iii) the provisions of this Section 1.6 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the determination transactions contemplated hereby; (iv) remedies available at law for any breach of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this AgreementSection 1.6 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, Buyer and the Representative Escrow Agreement Company shall be entitled to temporary and all other instruments permanent injunctive relief without the necessity of proving damages if either the Buyer or the Company brings an action to enforce the provisions of this Section 1.6; and agreements to be delivered pursuant hereto have been finally resolved, then (iv) the Representative provisions of this Section 1.6 shall provide a written instruction to be binding upon the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer executors, heirs, legal representatives and successors of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Accounteach Stockholder, and (ii) upon receipt of any references in this Agreement to a Stockholder shall mean and include the successors to such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Accountrights hereunder, and the Surviving Corporation shall promptly pay whether pursuant to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Companytestamentary disposition, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power descent and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreementdistribution or otherwise. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties For purposes of this Agreement, immediately and automatically upon the Required Vote, and without further action on the part of any Company Securityholder, each Company Securityholder shall be deemed to have agreed that it is desirable consented to designate a the appointment of Xxxxxx Cell as his, her or its representative to act and the attorney-in-fact for and on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representativeeach such Company Securityholder, and the Stockholder Consent taking by the Representative of any and all actions and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement making of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions decisions required or permitted to be taken by him or her under this Agreement, including the disposition, settlement or other handling of all Liability Claims. The Company Securityholders will be bound by all actions taken by the Representative hereunderin connection with this Agreement, under and Parent shall be entitled to rely on any notice or communication to or by, or decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Purchase Price Adjustment Escrow Agreement Representative. Without limiting the generality of the foregoing, each decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or under instruction of the Indemnification Escrow AgreementRepresentative will constitute a decision of all of the Indemnifying Securityholders and any other Company Securityholders, and will be final, binding and conclusive upon each ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. (c) Upon written *** Indemnifying Securityholder and any other Company Securityholder, and Parent may rely upon any such decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative as being that of each and every such Indemnifying Securityholder and Company Securityholder. Parent is hereby relieved from any liability to any Indemnifying Securityholder or other Company Securityholder for any acts done by it in accordance with such decision, act, consent or instruction of the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and Representative. All expenses, if applicable) reasonably any, incurred by the Representative in performing any actions under this Agreement (including in connection with the determination performance of his or her duties as the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement Representative will be borne and any Transfer Taxes paid by the Indemnifying Securityholders according to their Holdback Percentages (the “Representative pursuant Expenses”). With respect to any Claims Notice delivered to the Representative that states a claim under Section 5.11(b))4.3(a)(9) with respect to an individual Indemnifying Securityholder or group of Indemnifying Securityholders, will the Representative shall be paid out entitled to rely on the directions of such Indemnifying Securityholder or Indemnifying Securityholders, as applicable, with no liability for any acts done in accordance with such direction. Following the termination of the Representative Xxxxxx Account from time to timeClaim Period, as the resolution of all Liability Claims and when such fees and expenses are incurred and at the Representative’s sole discretion. In additionsatisfaction of all claims made by Indemnified Parties for Losses, the Representative shall have the right to recover any of such fees and expenses Representative Expenses from the remaining Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, Holdback Shares prior to any such distribution, shall deliver distribution to the Escrow Agent Indemnifying Securityholders. No bond will be required of the Representative, and the Representative will not receive any compensation for its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Indemnifying Securityholders. (b) In the event of a certificate setting vacancy in the position of Representative (or refusal or incapability of the Representative to serve), holders of a majority in interest of the remaining Indemnification Holdback Shares shall appoint a new Representative by written consent within ten days after such vacancy and immediately thereafter send to Parent notice and a copy of the written consent appointing such new Representative signed by such holders of a majority in interest of the remaining Indemnification Holdback Shares; except that if the vacancy continues for more than ten days, Parent may appoint a successor Representative who will thereafter be a successor Representative 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 Indemnifying Securityholders at their addresses last known to Parent, which will be the address set forth such fees and expenses actually incurredin the Spreadsheet unless Representative provides notice to Parent of a different address in the manner described in Section 6.3. Any successor Representative appointed by the holders of a majority interest of the remaining Indemnification Holdback Shares must have been a securityholder of the Company prior to the Effective Time or, in the case of a securityholder that is an entity, a partner, employee or affiliate of a securityholder of the Company prior to the Effective Time. The appointment of any successor Representative shall be subject to the approval of Parent, which shall not be unreasonably withheld. (c) The Representative shall establish not be liable to any Indemnifying Securityholder 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 Escrow Agent advice of counsel or other ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** expert shall be conclusive evidence of such terms good faith. The Indemnifying Securityholders shall jointly and procedures for administering, investing and disbursing any amounts from severally indemnify the Representative Escrow Amount as it may determine in its reasonable judgment to be necessaryand hold him harmless against any loss, advisable liability or desirable to give effect to expense incurred without gross negligence or bad faith on the provisions of this Agreement. If any balance part of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to arising out of or in connection with the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer acceptance or administration of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay his or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amounther duties hereunder. (d) Each The Representative shall have reasonable access to information about the Interim Surviving Entity and the Surviving Entity and the reasonable assistance of the Company, Xxxxxx Sub ’s former officers and employees who are employed by Parent acknowledges or its Affiliates for purposes of performing his or her duties and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated herebyexercising his or her rights hereunder. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the The Representative shall have no liability to, treat confidentially and shall not be liable for any Losses of, any of use or disclose the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect terms of this Agreement or any nonpublic information from or about the transactions contemplated herebyParent, the Interim Surviving Entity and the Surviving Entity, or any Indemnified Person to anyone (except to the extent Indemnifying Securityholders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such Losses information confidentially). The Representative shall be proven enter into a separate confidentiality agreement prior to be the direct result of fraud or willful misconduct being provided access to such information if requested by the Representative in connection with the performance of its obligations hereunderParent. (e) All By its signature to this Agreement, subject to the occurrence of the indemnitiesRequired Vote, immunities the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and powers granted extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative terms of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. Vantage is hereby appointed by the Company (aand by execution of this Agreement hereby accepts such appointment) The parties have agreed that it is desirable to designate a as the representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposesRecipients (the “Representative”), as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as with respect to the initial Representative, taking by the Representative of any and all actions and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement making of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions decisions required or permitted to be taken by the Representative hereunder, under this Agreement or the Purchase Price Adjustment Escrow Agreement or under the Indemnification EBITDA Shares Escrow Agreement. (c) Upon written instruction . Should the Representative resign or be unable to serve, a new Representative will be selected jointly by a vote of the Recipients who, at Closing, received a majority of the Merger Shares, whose appointment shall be effective upon execution by such successor of a joinder agreement providing for such successor to become a party to the Escrow AgentAgreement, the EBITDA Shares Escrow Agreement and this Agreement as the Representative, in which case such successor shall for all out-of-pocket fees purposes of this Agreement and expenses the Escrow Agreement and EBITDA Shares Escrow Agreement be the Representative (including legaland the prior acts taken by the succeeded Representative shall remain valid for purposes of this Agreement and the Escrow Agreement and the EBITDA Shares Escrow Agreement). If such Recipients are unable to appoint a Person to serve in the capacity of Representative within 15 days of the date that the former Representative resigned or became unable to serve, accounting and other advisors’ fees and expensesa new Representative shall be selected by majority vote of those Persons on Parent’s board of directors who served on the board of directors of the Company immediately prior to the Effective Time. The Representative shall not be liable to Recipients for any liability, if applicable) reasonably loss, damage, penalty, fine, cost or expense incurred without gross negligence by the Representative while acting in performing any actions under this Agreement (including good faith and arising out of or in connection with the determination acceptance or administration of the Conclusive Merger Consideration his duties hereunder (it being understood that any act done or omitted pursuant to Section 2.11the advice of counsel shall be conclusive evidence of such good faith). From and after the Effective Time, the Purchase Price Adjustment Escrow Agreementa decision, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b))act, will be paid out consent or instruction of the Representative Xxxxxx Account shall be final, binding and conclusive and not subject to challenge by any Recipient. Parent and Surviving Corporation are hereby relieved from time any liability to timeany person for any acts done by Representative and any acts done by Parent or Surviving Corporation in accordance with any such decision, as and when such fees and expenses are incurred and at act, consent or instruction of the Representative’s sole discretion. In additionParent, Parent and each of their respective Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, the Representative shall have the right to recover any of such fees power and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 authority of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amountwithout independent investigation. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the Fully-Diluted Net Asset Value and Adjusted Base Purchase Price, (ii) the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for certain limited purposeswhich the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, as specified herein. The parties have designated Xxxxxxxthe Principal Stockholders, Dubilier & Rice, LLC as the initial Representativeby their execution of this Agreement, and the Stockholder Consent Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, hereby designate the executed Letters of Transmittal will expressly ratify Representative as their representative, attorney-in-fact and approve such designationagent. (b) The Principal Stockholders, by their execution of this Agreement, and the Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, (A) hereby agrees authorize the Representative (i) to make all decisions relating to the determination of the Net Asset Value, the Adjusted Base Purchase Price and any increase or decrease in the Merger Consideration pursuant to Section 1.10, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to 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 on behalf of the Company Stockholders by the terms of this Agreement and (B) approve the Escrow Agreement and all of the arrangements relating thereto, including the placement of the Escrow Shares and the Representative Shares in the escrow established pursuant to Section 1.11. (c) In the event that Parent 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 Stockholders, 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 or instruction of 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 Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof shall constitute a decision, act, consent or instruction of all Principal Stockholders and all Other Company Stockholders and shall be binding and conclusive upon each of such Persons and the Buyer, Surviving Corporation and Escrow Agent may rely upon any such decision, act, consent or instruction as being the decision, act, consent or instructions of each and every such Person. The Buyer, Surviving Corporation and Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. (e) At any time prior to the termination of the Escrow Agreement, the Representative may deliver to the Escrow Agent and the Buyer a notice, executed by the Representative (a "Reimbursement Notice"), which shall (i) state that the Representative and/or any of his or her agents or representatives has reasonably paid or incurred (or reasonably expects to pay or incur during the Escrow Period) fees and disbursements in connection with the performance of the Representative's obligations under this Agreement or the Escrow Agreement, including, but not limited to, the fees and expenses of legal counsel (a "Reimbursement Item"), (ii) state the aggregate amount of such Reimbursement Item and the amount of the Representative Shares necessary to satisfy the amount specified in the Reimbursement Item, and (iii) specify in reasonable detail the nature and amount of each individual Reimbursement Item. The Escrow Agent shall, promptly upon receipt of such Reimbursement Notice, transfer to the Representative such amount as is equal to the lesser of (A) the number of Representative Shares claimed in the Reimbursement Notice or (B) the amount of any remaining Representative Shares. Within three business days following the termination of the Escrow Agreement, to the extent there are Representative Shares remaining at that time that have not been distributed to the Representative for reimbursement pursuant to this Section 1.12(e), the Escrow Agent shall release the remaining Representative Shares to the Exchange Agent for distribution to the Company Stockholders, in accordance with the terms of the Escrow Agreement. (f) To the extent the Representative is entitled to be reimbursed for a Reimbursement Item pursuant to Section 1.12(e) above and has not been reimbursed for such Reimbursement Item pursuant to Section 1.12(e) above, then immediately prior to the termination of the Escrow Agreement and prior to delivery of any Escrow Shares to the Company Stockholders pursuant to the Escrow Agreement, and to the extent there are Escrow Shares remaining at that time that are not subject to Claimed Amounts, the Representative shall be entitled to receive an amount of Escrow Shares equal to the Reimbursement Item that has not been reimbursed pursuant to Section 1.12(e) above, or if there are not enough Escrow Shares remaining at such time, then the Representative shall be entitled to such lesser amount of Escrow Shares. (g) By his, her or its execution of this Agreement, each Principal Stockholder, and by his or her or its approval of the Merger and adoption of this Agreement, and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, each Other Company Stockholder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Net Asset Value and the Adjusted Base Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow AgreementPrice, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VI hereof or as to any other actions required or permitted to be taken by the Representative hereunder, under and no party shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer for any action taken by the Buyer in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement.Representative; (cii) Upon written no Company Stockholder shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow except for fraud or willful breach of this Agreement and any Transfer Taxes paid by the Representative pursuant to Representative; (iii) notwithstanding the provisions set forth in Section 5.11(b1.12(e) and (f)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have be entitled to indemnification from the right Company Stockholders for all fees, expenses and liabilities incurred in such capacity in connection with this Agreement and the Escrow Agreement and each Company Stockholder agrees to recover any indemnify the Representative for all such amounts incurred in excess of the Representative Shares or amounts received pursuant to Section 1.12(f); provided however, that the liability of each Company Stockholder shall not exceed 125% of such fees and expenses from Company Stockholder's pro rata share (based upon the Indemnification Escrow Account from any amount ratio that would otherwise be distributed the aggregate Merger Consideration payable to such Company Stockholder bears to the Fully-Diluted Stockholders and, prior to any aggregate Merger Consideration) of such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to amount. (iv) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (v) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay be entitled to each Optionholder its applicable Ownership Percentage (in respect temporary and permanent injunctive relief without the necessity of such Optionholder’s Options) of proving damages if either the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (vi) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Stockholder, and any references in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement to a Company Stockholder or the transactions contemplated hereby, except Company Stockholders shall mean and include the successors to the extent such Losses shall be proven Company Stockholder's rights hereunder, whether pursuant to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnitiestestamentary disposition, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power descent and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreementdistribution or otherwise. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a Representative shall serve as representative to act on behalf of the Fully-Diluted Stockholders Shareholders (with respect to their interest in the Escrow Amounts) with full power and authority to take all actions under this Agreement and the Escrow Agreement relating to claims for certain limited purposesindemnification asserted by any Parent Indemnified Party hereunder. Such power and authority shall include, without limitation, the power and authority (1) to negotiate, settle, compromise and otherwise handle all claims for indemnification made by any Parent Indemnified Party pursuant to Article 8 hereof, (2) to direct the payment of claims from the Escrow Fund and/or the 280G Escrow Fund and to use the Shareholders’ Representative Amount to do so as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as determined by the initial Representative, and (3) to do each and every act and exercise any and all rights which the Stockholder Consent Representative is permitted or required to do or exercise under this Agreement and the executed Letters Escrow Agreement. The Shareholders will be bound by all actions taken by the Representative in connection with claims for indemnification asserted by Parent Indemnified Parties under this Agreement, and Parent shall be entitled to rely on any notice or communication to or by, or decision, action, failure to act within a designated period of Transmittal time, agreement, consent, settlement, resolution or instruction of, the Representative. Without limiting the generality of the foregoing, each decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative will expressly ratify constitute a decision of all of the Shareholders with respect to their interest in the Escrow Amounts, and approve will be final, binding and conclusive upon each Shareholder, and Parent may rely upon any such designationdecision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative as being that of each and every Shareholder. Parent and the Escrow Agent are hereby relieved from any liability to any Shareholder for any acts done by it in accordance with such decision, act, consent or instruction of the Representative. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement Any expenses or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably liabilities incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations duties in such capacity under this Agreement or the Escrow Agreement shall be reimbursed to the Representative from the Shareholders’ Representative Amount. Without limiting in any way the provisions of this Section 8.9(b), at such time as the Shareholders’ Representative Amount has been exhausted in addition to any other rights or remedies, the Representative may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed to the Representative against any portion of the Escrow Amounts to be paid to the Shareholders on a pro rata basis. (c) In the event of a vacancy in the position of Representative (or resignation, refusal or incapability of the Representative to serve), holders of a majority in interest of the cash then in the Escrow Fund shall appoint a new Representative by written consent in accordance with the terms of this Agreement within 10 Business Days after such vacancy and immediately thereafter send to Parent notice and a copy of the written consent appointing such new Representative signed by such holders of a majority in interest of the cash then in the Escrow Fund; provided, however, that if the vacancy continues for more than 10 Business Days, Parent may appoint a successor Representative who will thereafter be the Representative hereunder and subject hereto unless and until such time as a replacement Representative is appointed by such holders of a majority in interest of the cash then in the Escrow Fund. 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 Shareholders, other than the Dissenting Shareholders, at their addresses last known to Parent, which will be the address set forth in the Spreadsheet unless Representative provides notice to Parent of a different address in the manner described in Section 9.3. Any successor Representative appointed by the holders of a majority interest of the cash then in the Escrow Fund (or by Parent as provided above) must have been a securityholder of the Company prior to the Effective Time or, in the case of a securityholder that is an entity, a partner, employee or affiliate of a securityholder of the Company prior to the Effective Time, or must be a professional stockholder representative firm. (d) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Company’s former officers and employees who are employed by Parent or its Affiliates for purposes of performing its duties and exercising its rights hereunder. The Representative shall treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Corporation, or any Parent Indemnified Party to anyone (except to the Shareholders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially). The Representative shall enter into a separate confidentiality agreement (in form and content reasonably acceptable to Parent) prior to being provided access to such information if requested by Parent. (e) All The Representative shall distribute based on their respective Pro Rata Portions to the Shareholders, other than the Dissenting Shareholders, any portion of (i) the Escrow Fund and/or 280G Escrow Fund that becomes available for distribution in accordance with the terms of the indemnities, immunities Escrow Agreement and powers granted to (ii) the Shareholders’ Representative under this Amount that is available for distribution upon the termination of the Escrow Agreement shall survive (the Effective Time“Per Share Post-Closing Consideration”). (f) The By its signature to this Agreement, subject to the occurrence of the Closing and the additional condition set forth in the last sentence of this Section 8.9(f), the initial Representative hereby represents accepts the appointment contained in this Agreement, as confirmed and warrants extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. Representative’s agreement to serve in such capacity shall not establish a fiduciary relationship between Representative and any other party (including the Shareholders or the Parent Indemnified Parties). Representative shall not be personally liable to any party for any action taken in such capacity except to the extent arising as a result of Representative’s willful misconduct or gross negligence; and Merger Sub that: Representative shall in no event be liable for special, indirect or consequential loss or damage of any kind whatsoever (iincluding lost profits) The even if Representative has been duly formed advised of such loss or damage and is validly existing as a limited liability company under the laws regardless of the State form of Delawareaction. Representative undertakes to perform only such duties as are expressly set forth herein. The duties and responsibilities of the Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery hereunder shall be determined solely by the Representative express provisions of this Agreement, and no further duties or responsibilities shall be implied. The Representative shall not have any liability under nor duty to inquire into the Indemnification Escrow terms and provisions of any agreement or instructions, other than outlined in this Agreement. The Representative may rely, and shall not be liable for acting or refraining from acting, upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Representative shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Representative may perform its duties hereunder directly or through agents or attorneys and may consult with counsel and accountants to be selected and retained by it. The Representative shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or accountants. None of the provisions contained in this Agreement and shall require the Purchase Price Adjustment Escrow Agreement and Representative to use or advance its own funds in the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of its duties or the transactions contemplated hereby and therebyexercise of any of its rights or powers hereunder.

Representative. (a) The parties have agreed that it is desirable to designate a representative Stockholder irrevocably appoints Fidelity National Financial, Inc. to act as the designated representative, agent and attorney-in-fact of the Stockholder with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to the Merger Agreement and the Escrow Agreement on behalf of the Fully-Diluted Stockholders for certain limited purposesStockholder (but not with respect to this Agreement, other than Sections 3.5(b) and 4.1(b) hereof) (such Person, in such capacity, the “Representative”), including (i) approving any of the documents required to be delivered by the Stockholder on or after the Closing Date, (ii) approving or contesting the Closing Statement or the Initial Common Stock Cash Consideration adjustments, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as set forth in Article II of the initial RepresentativeMerger Agreement, and any other matter provided for in Article II of the Merger Agreement, (iii) administering any matter on behalf of the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and pursuant to the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as Agreement, agreeing to the settlement of any claims against matter thereunder and otherwise handling and negotiating any matter relating thereto, (iv) agreeing to any waiver, consent or amendment under the Purchase Price Adjustment Escrow Amount pursuant Merger Agreement, (v) distributing to the Purchase Price Adjustment Stockholder any portion of any consideration payable to the Stockholder under the Merger Agreement after the Closing Date, (vi) sending, receiving and reviewing notices under the Merger Agreement on behalf of the Stockholder, (vii) handling any of the matters referred to in Sections 3.5(b) and 4.1(b) hereof on behalf of a Stockholder and (viii) appointing a successor Representative in the event of the resignation or death of the then current Representative. The Stockholder acknowledges that this Section 6.7 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and handling of matters which arise under or in connection with the Merger Agreement and the Escrow Agreement (but not with respect to this Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any other than Sections 3.5(b) and 4.1(b) hereof). All actions required or permitted to be taken by the Representative hereunderin connection with, under or relating to, the Purchase Price Adjustment subject matter of the Merger Agreement or the Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction but not with respect to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, other than Sections 3.5(b) and 4.1(b) hereof) that are within the Indemnification Escrow Agreement and any Transfer Taxes paid by authority conferred upon the Representative pursuant to this Section 5.11(b))6.7 shall be deemed authorized, will be paid out approved, ratified and confirmed by the Stockholder, having the same force and effect as if performed pursuant to the direct authorization of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretionStockholder. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed Subject to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements shall be entitled, absent gross negligence or bad faith, to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions indemnification in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its rights and obligations hereunder pursuant to this Section 6.7 and/or under the Escrow Agreement, which indemnification shall be satisfied solely by having recourse against the Escrow Funds; provided, that, subject to Section 7 of the Escrow Agreement, any such indemnification of the Representative shall be subject and thereunder do strictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Escrow Agreement, with no Escrow Funds to be paid to the Representative until the Parent and the Indemnified Parties have no further rights thereto and such funds are about to be returned to the Holders; provided, further, that to the extent that the Escrow Funds are insufficient to so indemnify the Representative, the Stockholder shall indemnify the Representative for its Pro Rata Portion of such shortfall. The Stockholder agrees that Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative on behalf of the Stockholder and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Representative. The Stockholder further agrees that Parent shall be entitled to disregard any notices or communications given or made by the Stockholder in connection with the Merger Agreement (but not with respect to this Agreement, other than Sections 3.5(b) and will not conflict with 4.1(b) hereof) unless given or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, made through the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf By the execution and delivery of the Fully-Diluted Stockholders for certain limited purposesthis Agreement, as specified herein. The parties have designated Xxxxxxxincluding counterparts hereof, Dubilier & Rice, LLC each Shareholder hereby irrevocably constitutes and appoints Xxxx X. Xxxxxx as the initial true and lawful agent and attorney-in-fact of such Shareholder with full powers of substitution (the “Representative”, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expensesand, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In additionsubstituted, the Representative shall have the right to recover any promptly notify Buyer of such fees substitution) to act in the name, place and expenses stead of such Shareholder with respect to this Agreement, as the same may be from the Indemnification Escrow Account from any amount that would otherwise be distributed time to time amended, and with respect to the Fully-Diluted Stockholders andtransfer of such Shareholder’s Company Stock to Buyer pursuant hereto and the other transactions contemplated hereby, prior and to any do or refrain from doing all such distributionacts and things, shall deliver and to execute all such documents, as the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish deem necessary or appropriate in connection with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay Ancillary Documents or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby or thereby. In the event of the death or other incapacity of the then current Representative, or resignation of the Representative, Shareholders which immediately prior to the Closing held a majority of the Company Stock, shall, by any writing executed by the appropriate number of Shareholders and therebythe new Representative (counterparts and facsimiles of signatures acceptable) approve and appoint a new Representative by delivering a written notice to that effect, whereupon the person designated in such notice shall be the new Representative with respect to all actions taken and/or documents signed from and after actual receipt by Buyer of such notice. (b) Without limiting the generality of the foregoing, the Representative is hereby authorized (i) to receive any payment owing to the Shareholders pursuant to Section 2.3, (ii) to execute the Escrow Agreement on behalf of the Shareholders, and (iii) to take all actions on behalf of the Shareholders in connection with any actions taken or to be taken under Section 2.3 and Article IX of this Agreement (including accepting service of process upon the Shareholders and accepting or compromising any claim for indemnification and any claim relating to the Proposed Purchase Price Calculation). The Representative and the Shareholders hereby agree that any amounts disbursed out of the Escrow Account or the Settlement Agreement Indemnification Escrow Account to the Representative pursuant to the terms of this Agreement and/or the Escrow Agreement shall be distributed by the Representative to the Shareholders in accordance with Schedule 1. All decisions and actions of the Representative permitted hereunder shall be final, binding and conclusive on the Shareholders and may be relied upon by Buyer and its Affiliates as the decisions and actions of all of the Shareholders. The Representative shall not be liable to any of the Shareholders for any act done or omitted by him in good faith pursuant to this Agreement or any mistake of fact or Law unless caused by his own gross negligence or willful misconduct, and the Significant Shareholders shall jointly and severally and the Non-Significant Shareholders shall severally but not jointly indemnify the Representative from any Losses arising out of his serving as Representative hereunder. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel.

Representative. (a) The parties have agreed that it Without any further act of any of the Stockholders or the other Holders, the Representative is desirable to designate a hereby appointed as the representative to act of the Holders and as the attorney-in-fact and agent for and on behalf of each Holder for purposes of this Agreement, the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of Paying Agent Agreement, the other Transaction Documents and any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow other agreements and documents executed or delivered in connection with this Agreement or as to any and shall take such actions required or permitted to be taken by the Representative hereunderunder this Agreement, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents 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, including (i) executing and delivering this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which the Representative, in its sole discretion, shall have consented, (ii) taking all actions and making all filings on behalf of such Holders with any Governmental Body or other Person necessary to effect the consummation of the Transactions, (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, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents on behalf of such Holders, (iv) satisfying from the Indemnity Escrow Account and Working Capital Escrow Account costs, expenses and/or Liabilities incurred by the Representative in its capacity as the Representative and otherwise in accordance with this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents, and (v) 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 Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents. The Representative hereby accepts such appointment. The appointment of the Representative as each Holder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Holder with regard to this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents 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. 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) 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 each such Holder, and Parent, the Surviving Corporation, the Escrow Agent and the Paying Agent 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, the Escrow Agent and the Paying Agent shall 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 Representative. (c) Upon written instruction The Representative shall 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 document believed by such Representative to be genuine and to have been signed by such Holder, nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative. In all questions arising under this Agreement, the Escrow AgentAgreement, all out-of-pocket the Paying Agent Agreement, the other Transaction Documents the Representative may rely on the advice of outside counsel, and the Representative shall 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 severally (each based on its Holder Indemnification Percentage) but not jointly indemnify the Representative and hold the Representative 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 the Representative’s duties hereunder, including the reasonable fees and expenses (including legal, accounting and of any legal counsel or other advisors’ advisors reasonably retained by the Representative. All fees and expenses, if applicable) reasonably expenses incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid its duties shall be borne by the Representative pursuant to Section 5.11(b))Holders in accordance with their respective Holder Indemnification Percentage, will be paid out of the Representative Xxxxxx Account from time to time, as and when provided that such fees and expenses are incurred and at shall first be funded from the Representative’s sole discretionRepresentative Cost Escrow Account. In addition, the event that the Representative determines that he is entitled to be reimbursed or advances any such fees and expenses, he will notify the Escrow Agent of the same in writing, in which event the Escrow Agent shall have disburse the right to recover any amount of such fees and expenses from to the Indemnification Representative (up the amount of the remaining Representative Cost Escrow Account Amount). Parent, Surviving Corporation, and their Affiliates will have no duty to investigate or evaluate any request by the Representative for reimbursement or advancement of fees or expenses, and Holders hereby waive and release Parent, Surviving Corporation, and their Affiliates from any amount that would otherwise and all claims, damages, liabilities, or expenses for Parent’s reliance on any written notice or request from Representative in this regard. (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 distributed delivered to the Fully-Diluted Stockholders Parent and, prior to any such distributionif applicable, shall deliver to the Escrow Agent a certificate setting forth and the Paying Agent not less than ten (10) days prior to such fees and expenses actually incurredappointment. The Representative Such appointment shall establish with 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 such terms and procedures for administeringPaying Agent. For the purposes of this Section 9.01, investing and disbursing any amounts from “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 Escrow Amount becomes unable or unwilling to continue in his or its capacity as it may determine the Representative, or if the Representative resigns as a Representative, Holders representing at least seventy percent (70%) in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance interest of the Representative Escrow Amount remains undisbursed 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 such time as all disputesleast seventy percent (70%) in interest of the Holders must be delivered to Parent and, claims and other matters relating to the transactions contemplated by this Agreementif applicable, the Purchase Price Adjustment Escrow AgreementAgent and Paying 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 Representative Escrow Agreement Agent and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then Paying Agent. (g) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer death, incompetency, bankruptcy or liquidation of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Accountany Holder, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with survive the consummation of the transactions contemplated herebyMerger. AccordinglyThe provisions of this Section 9.01 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability toHolder, and shall not be liable for any Losses of, references in this Agreement to any of the Company, Merger Sub, Parent Holder or the Surviving Corporation in connection with any obligations of Holders shall mean and include the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated herebysuccessors to such Holder’s rights hereunder, except whether pursuant to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnitiestestamentary disposition, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power descent and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreementdistribution or otherwise. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to administer the transactions contemplated by this Agreement and the Escrow Agreement, including the indemnification obligations of the Company Shareholders under this Article X, the Company Shareholders hereby designate a representative to act and appoint the Representative for purposes of this Agreement and the Escrow Agreement and as attorneys-in-fact and agent for and on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representativeeach Company Shareholder, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve Representative accepts such designationappointment as Representative. (b) The Company Shareholders hereby agrees authorize the Representative to represent the Company Shareholders, and their successors, with respect to all matters arising under this Agreement and the Escrow Agreement, including without limitation, (i) to take all action necessary in connection with the indemnification obligations of the Company Shareholders under this Article X, including the defense or settlement of any claims and the making of payments with respect thereto, (ii) to give and receive all notices required to be given by or to any Company Shareholder under this Agreement and the Escrow Agreement, (iii) to execute the Escrow Agreement for and on behalf of the Company Shareholders and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Shareholders by the Representative pursuant to this Agreement and the Escrow Agreement. (c) In the event that Parent the Representative dies, becomes unable to perform his responsibilities as Representative or resigns from such position, the Company Shareholders having an aggregate Ownership Percentage Interest greater than 50% 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 Escrow Agreement. (d) All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer or the Escrow Agent relating to indemnification obligations of the Company Shareholders under this Article X, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Company Shareholders, and no Company Shareholders shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall incur no liability to the Company Shareholders with respect to any action taken or suffered by the Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Company Shareholders under this Article X, including the defense or settlement of any claims and the making of payments with respect thereto, 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 or the Escrow Agreement rely on the advice of counsel, and shall not be liable to the Company Shareholders for anything done, omitted or suffered in good faith by the Representative. The Company Shareholders shall severally indemnify the Representative and hold him or her 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 his or her duties hereunder. (e) The Buyer and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as with respect to the indemnification obligations of the Company Shareholders under this Article X, including the defense or settlement of any claims against or the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreementmaking of payments with respect thereto, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any other actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative no party hereunder shall have any cause of action against the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable Buyer or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative extent the Buyer or the Escrow Account by wire transfer of immediately available funds to Agent has relied upon the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) instructions or decisions of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective TimeRepresentative. (f) The Company Shareholders acknowledge and agree that the Representative hereby represents may incur costs and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws expenses on behalf of the State Company Shareholders in his capacity as Representative ("Representative Expenses"). Each of Delaware. The the Company Shareholders agrees to reimburse the Representative has all requisite power for such costs and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery expenses incurred by the Representative out of this Agreementthe Escrow Amount, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance promptly upon demand by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or therefore. The amount to be paid by each such Company Shareholder shall be equal to the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 product of the Seller Disclosure Letteramount of such Representative Expenses multiplied by such Company Shareholder's Ownership Percentage Interest; provided, that, no notice toCompany Shareholder shall be required to pay, filing within the aggregate, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any Representative Expenses in an amount in excess of the transactions contemplated hereby and therebyvalue of such Company Shareholder's Ownership Percentage Interest in the Escrow Amount initially deposited in escrow pursuant to Section 2.8.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf By approval of the Fully-Diluted Merger, this Agreement and the transactions contemplated hereby by the Stockholders, by execution of this Agreement by the Principal Stockholders, and pursuant to the terms of the Letter of Transmittal, the Stockholders for certain limited purposesshall and hereby do irrevocably make, constitute and appoint or, as specified herein. The parties applicable are deemed to have designated Xxxxxxxmade, Dubilier & Riceconstituted or appointed the Representative as their agent, LLC as attorney-in-fact and representative and authorize and empower it to fulfill the initial Representative, role of the Representative contemplated hereunder for purposes of this Agreement and the Stockholder Consent Escrow Agreement. Notices to or from the Representative shall constitute notice to or from Stockholders (including the Principal Stockholders) and holders of Company Securities. Parent, the Company, Merger Sub and the executed Letters Surviving Corporation shall be entitled to rely upon the acts, decisions, consents and instructions of Transmittal will expressly ratify the Representative for all purposes permitted hereunder and approve under the Escrow Agreement and as acts, decisions, consents and instructions of the Stockholders. Parent, Merger Sub, the Surviving Corporation, Disbursing Agent and Escrow Agent shall be and hereby are relieved of any liability to any person for any acts done by them in accordance with such designationdecisions, consents or instructions. (b) The Company hereby agrees Representative shall have full power of substitution to act and decide to give consent and instruction, as applicable, in the name, place and stead of the Stockholders and each of them in all matters in connection with this Agreement and the Escrow Agreement. The Representative’s power shall include the following powers, without limitation: give and receive notices and communications; the power to act for the Stockholders and to authorize payment to any Indemnified Party with regard to the indemnification under Article X; the power to object to such payments, to agree to, negotiate, enter into settlements of or compromise any claim on behalf of the Stockholders or demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; to authorize agreement to or dispute of the adjustment to the Merger Consideration pursuant to Section 2.6.2; the power to transact or participate in matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement subject to the terms hereof and thereof; the power to do or refrain from doing all such further acts and things on behalf of the Stockholders that the Representative deems necessary or appropriate in its sole discretion, and to execute all such documents as the Representative shall deem necessary or appropriate in connection therewith; and the power to receive service of process in connection with any claims hereunder. Parent and the Escrow Agent Surviving Corporation shall be able afford the Representative reasonable access to rely conclusively on the instructions officers, books and decisions records of the Surviving Corporation during regular business hours and as reasonably required in the performance of the Representative’s duties under this Agreement, provided that the Representative as shall assume and abide by customary confidentiality restrictions in relation to the settlement of any claims against foregoing, including entering into a customary confidentiality agreement with Parent or the Purchase Price Adjustment Escrow Amount pursuant to Surviving Corporation should Parent or the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow AgreementSurviving Corporation so request. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, If the Representative shall have the right decease or otherwise becomes incapacitated and unable to recover any serve as Representative, his successor shall be appointed by a majority-in-interest of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each The Representative shall act for the Stockholders hereunder in the manner the Representative believes to be in the best interest of the CompanyStockholders and consistent with its obligations hereunder, Xxxxxx Sub but shall have no duties or obligations except as specifically set forth herein and Parent acknowledges and agrees that in the Escrow Agreement. In acting as representative of the Stockholders, the Representative is a may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice 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 documents reasonably believed by them to be genuine and to have been signed or presented by the proper party or parties. The Representative shall not be personally liable to this Agreement solely the Stockholders for any action taken, suffered or omitted by each of them in good faith and reasonably believed by each of them to perform certain administrative functions in connection with be authorized or within the consummation discretion of the transactions contemplated herebyrights or powers conferred upon them by this Section 2.11. Accordingly, The Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by each of them in such capacity in good faith and in accordance with such opinion of counsel. The Representative may perform its duties as the CompanyRepresentative either directly or by or through agents or attorneys, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and not be responsible to the Stockholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder. The Representative shall not be liable for any Losses of, any action taken in the scope of the CompanyRepresentative’s authority hereunder unless such action is finally determined to have been grossly negligent or reckless. (e) Each holder of Series D Shares and shares of Company Common Stock shall, Merger Subratably in accordance with his, Parent her or its Escrow Allocation, pay or reimburse the Surviving Corporation Representative, upon presentation of an invoice, for all fees, costs, expenses and disbursements incurred by or at the direction of the Representative (including, without limitation, fees and expenses of counsel, accountants, and other advisors to or retained by the Representative) in connection with the defense, negotiation and settlement of indemnification claims pursuant to Article X, and any obligations of other matters contemplated to be handled by the Representative by this Section 2.11. Such amounts shall first be paid out of an advance amount equal to Three Hundred and Fifty Thousand Dollars ($350,000) (the “Advance Amount”), which, as contemplated by Section 2.5.1(e), will be delivered by Parent to the Representative at the Closing as a deduction from the Preliminary Merger Consideration and which the Representative shall maintain in a separate account for application under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses Section 2.11. The Representative shall be proven entitled to be pay all fees, costs, expenses and disbursements incurred by or at the direct result direction of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All administration of the indemnities, immunities and powers granted to the Representative Representative’s duties under this Agreement shall survive from the Effective Time. (f) The Advance Amount. In addition, each holder of Series D Shares and shares of Company Common Stock shall, ratably in accordance with his, her or its Escrow Allocation, indemnify, defend and hold harmless the Representative hereby represents and warrants to Parent the Representative’s Affiliates and Merger Sub that: (i) The Representative has been duly formed their respective partners, directors, officers, managers, members, agents, attorneys, employees and is validly existing as a limited liability company under the laws stockholders of each of the State foregoing (to the extent not reimbursed through the Advance Amount or the Escrow Amount) against any indemnification claim pursuant to Article X hereof that such indemnitees may suffer or incur in connection with its capacity as the Representative (or a related party thereof), or any action taken or omitted by such indemnitees under this Agreement (except such acts or omissions resulting from such indemnitee’s willful misconduct, gross negligence or fraud). The obligations of Delawareeach holder of Series D Shares and shares of Company Common Stock under this Section 2.11(e) shall not exceed the Merger Consideration actually paid to such Stockholder (less all amounts previously paid or set aside in satisfaction of indemnification claims pursuant to Article X and amounts paid or reimbursed by such Stockholder in accordance with this Section 2.11(e)). The Representative has all requisite power shall not be liable for any act done or omitted hereunder as Representative while acting in good faith, and authority any act done or omitted to execute be done pursuant to the advice of legal counsel shall be conclusive evidence of such good faith. The Representative shall have the right, at its option at any time and deliver this 95 Agreementfrom time to time, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by to engage a third-party provider of stockholder representative services to replace the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by as the Representative for any or all purposes hereunder. In any such circumstance, such third-party provider shall have all of its the rights and obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or as the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) Representative as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) a. The parties Equityholders, Bonus Recipients and Convertible Noteholders have agreed that it is desirable to designate a representative to Xxxxxx Xxxxxxx shall be constituted and appointed as the Representative, and act on behalf of all of the Fully-Diluted Stockholders Equityholders, Bonus Recipients and Convertible Noteholders for certain limited purposes, as the purposes specified herein. The parties have designated XxxxxxxFor purposes of this Agreement, Dubilier & Ricethe term “Representative” shall mean the representative, LLC as the initial Representativetrue and lawful agent, proxy and attorney in fact of each Equityholder, Bonus Recipient and Convertible Noteholder for all purposes of this Agreement, with full power and authority on each such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s behalf, and such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s successors and assigns, with full power of substitution in the Stockholder Consent premises, with respect to all matters under this Agreement and the executed Letters Transaction Documents, including, without limitation, (i) to consummate the transactions contemplated herein, (ii) to pay such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of Transmittal will expressly ratify this Agreement, (iii) to receive, give receipt and approve disburse any funds received hereunder on behalf of or to such designation. (b) The Company hereby agrees that Parent Equityholder, Bonus Recipient and the Escrow Agent shall be able Convertible Noteholder and each other Equityholder, Bonus Recipient and Convertible Noteholder and to rely conclusively on the instructions and decisions of the Representative as hold back from disbursement any such funds to the settlement extent it reasonably determines may be necessary, (iv) to execute and deliver any certificates representing the Company Stock and execution of such further instruments as Parent shall reasonably request, (v) to execute and deliver on behalf of such Equityholder, Bonus Recipient and Convertible Noteholder all documents contemplated herein and any claims against the Purchase Price Adjustment Escrow Amount pursuant amendment or waiver hereto, (vi) to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any take all other actions required or permitted to be taken by or on behalf of such Equityholder, Bonus Recipient and Convertible Noteholder in connection herewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including without limitation, disputes regarding any adjustment pursuant to Section 2.12, (viii) to give and receive notices on behalf of such Equityholder, Bonus Recipient and Convertible Noteholder and (ix) to do each and every act and exercise any and all rights which such Equityholder, Bonus Recipient and Convertible Noteholder is, or the Representative Company Stockholders, Optionholders, Bonus Recipients or Convertible Noteholders (as applicable) collectively are, permitted or required to do or exercise under this Agreement. Each Equityholder, Bonus Recipient and Convertible Noteholder, by approving the principal terms of the Merger, accepting the consideration payable to them hereunder, under and the Purchase Price Adjustment Escrow completion and execution of a Joinder Agreement, Optionholder Agreement, Payment Agreement or under the Indemnification Escrow Agreement. payoff letter (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if as applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including irrevocably grant unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, as fully to all intents and purposes as the Purchase Price Adjustment Escrow AgreementEquityholders, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount Bonus Recipients or Convertible Noteholders might or could do in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) person. Each of the balance Equityholders, Bonus Recipients and Convertible Noteholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) death, incapacity or bankruptcy of any Equityholder, Bonus Recipient or Convertible Noteholder. The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreementaccepts such appointment. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf By the execution and delivery of the Fully-Diluted Stockholders for certain limited purposesthis Agreement, as specified herein. The parties have designated Xxxxxxxincluding counterparts hereof, Dubilier & Rice, LLC each Shareholder hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx as the initial true and lawful agent and attorney-in-fact of such Shareholder with full powers of substitution (the “Representative”), and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expensesand, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In additionsubstituted, the Representative shall have the right to recover any promptly notify Buyer of such fees substitution, to act in the name, place and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed stead of such Shareholder with respect to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, as the Purchase Price Adjustment Escrow Agreementsame may be from time to time amended, and with respect to the Representative Escrow Agreement and all other instruments and agreements transfer of such Shareholder’s Company Stock to be delivered Buyer pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except and to the extent do or refrain from doing all such Losses shall be proven acts and things, and to be the direct result of fraud or willful misconduct by execute all such documents, as the Representative shall deem necessary or appropriate in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with Ancillary Documents or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby or thereby. In the event of the death or other incapacity of the then current Representative, or resignation of the Representative, Shareholders which on the date hereof hold a majority of the Company Stock, shall, by any writing executed by the appropriate number of Shareholders and therebythe new Representative (counterparts and facsimiles of signatures acceptable) approve and appoint a new Representative by delivering a written notice to that effect, whereupon the person designated in such notice shall be the new Representative with respect to all actions taken and/or documents signed from and after actual receipt by Buyer of such notice. (b) Without limiting the generality of the foregoing, the Representative is hereby authorized (i) to receive any payment owing to the Shareholders pursuant to Section 2.3, (ii) to execute the Escrow Agreement on behalf of the Shareholders, and (iii) to take all actions on behalf of the Shareholders in connection with any actions taken or to be taken under Section 2.3 of this Agreement (including accepting service of process upon the Shareholders and accepting or compromising any claim relating to the Proposed Purchase Price Calculation). The Representative and the Shareholders hereby agree that any amounts disbursed out of the Escrow Account to the Representative pursuant to the terms of this Agreement and/or the Escrow Agreement shall be distributed by the Representative to the Shareholders in accordance with Schedule 1 and Exhibit B, as applicable. All decisions and actions of the Representative permitted hereunder shall be final, binding and conclusive on the Shareholders and may be relied upon by Buyer and its Affiliates as the decisions and actions of all of the Shareholders. The Representative shall not be liable to any of the Shareholders for any act done or omitted by him in good faith pursuant to this Agreement or any mistake of fact or Law unless caused by his own gross negligence or willful misconduct, and the Shareholders shall jointly and severally indemnify the Representative from any Losses arising out of his serving as Representative hereunder. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel.

Representative. For purposes of this Escrow Agreement, the UniCAD -------------- Common Stockholders, without any further action on the part of any such UniCAD Common Stockholder, shall be deemed to have consented to and approved: (a) The parties have agreed that it is desirable to designate a the use of the Escrow Shares as collateral for the indemnification obligations under Section 11.2 of the Plan of Reorganization and in the manner set forth in this Agreement; (b) the appointment of Xxxxxxx Xxxxxxx as the representative to act of the UniCAD Common Stockholders (the "Representative") and as the attorney-in-fact and agent for and on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representativeeach UniCAD Common Stockholder (other than holders of Dissenting Shares), and the Stockholder Consent taking by the Representative of any and all actions and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement making of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions decisions required or permitted to be taken by him or her under this Escrow Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to CCT of Escrow Shares in satisfaction of claims by CCT, (ii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, (iii) negotiate, execute on behalf of the UniCAD Common Stockholders, deliver and perform amendments to or modifications of this Escrow Agreement, (iv) resolve any claim made pursuant to Section 11.2 of the Plan of Reorganization, and (v) take all actions necessary in the judgment of the Representative hereunder, under for the Purchase Price Adjustment Escrow Agreement or under accomplishment of the Indemnification Escrow Agreement. foregoing; and (c) Upon written instruction to all of the other terms, conditions and limitations of this Escrow AgentAgreement. Accordingly, 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 has unlimited authority and power to act on behalf of each UniCAD Common Stockholder with respect to this Escrow Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, so long as all UniCAD Common Stockholders are treated in material respects in the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), same manner. The UniCAD Common Stockholders will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as bound by all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct actions taken by the Representative in connection with this Escrow Agreement and CCT and the performance of its obligations hereunder. (e) All Escrow Agent shall be entitled to rely on any action or decision of the indemnitiesRepresentative as constituting the actions of the UniCAD Common Stockholders. In performing such functions, immunities the Representative will not be liable to the UniCAD Common Stockholders in the absence of gross negligence or willful misconduct. All actions and powers granted notices by the Representative hereunder shall be signed by the Representative. The Representative may resign from such position, effective upon a new Representative being appointed to act as the Representative by the written consent of UniCAD Common Stockholders who beneficially own at least a majority of the Escrow Shares. The UniCAD Common Stockholders must elect a new Representative, and such written consent must be given, within thirty days from the date of the Representative's notice of intended resignation. UniCAD Common Stockholders who beneficially own at least a majority of the Escrow Shares may at any time and from time to time appoint by written consent a new representative to act as the Representative in place of the then-current Representative. The Representative shall not be entitled to receive any compensation or reimbursement of expenses for his or her actions taken with respect to this Escrow Agreement, either from CCT or the Escrow Account, unless and until there are Escrow Shares to be distributed to the UniCAD Common Stockholders on the Escrow Release Date (the "Distributed Shares"). Any out-of- pocket costs and expenses incurred by the Representative in connection with actions taken pursuant to the terms of this Escrow Agreement will be paid by the UniCAD Common Stockholders to the Representative under this Agreement shall survive in proportion to their percentage interests in the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as Shares set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.on Exhibit A.

Representative. (a) The parties have agreed KMCP (the “Representative”) is hereby constituted to act as agent, proxy, attorney-in-fact and representative for each Securityholder with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Securityholder with the full power, without the consent of such Securityholder, to exercise as the Representative in its sole discretion deems appropriate, the powers that it such Securityholder could exercise under the provisions of this Agreement or the Escrow Agreement and to take all actions necessary or appropriate in the judgment of the Representative in connection with this Agreement and the Escrow Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement or the 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 and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable. In any Third Party Defense in which more than one Securityholder is desirable to designate a representative to an Indemnitor, the Representative shall act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified hereinall such Securityholders. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, Buyer and the Stockholder Consent 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 Securityholder individually and the executed Letters Securityholders collectively. The appointment and power of Transmittal will expressly ratify attorney granted by each Securityholder to the Representative shall be deemed coupled with an interest and approve all authority conferred hereby shall be irrevocable whether by death or incapacity of any such designationSecurityholder or the occurrence of any other event or events. (b) The Company hereby agrees that Parent Representative will not be liable to the Securityholders for any act done or omitted hereunder as the Representative while acting in good faith and in the Escrow Agent shall exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be able to rely conclusively conclusive evidence of such good faith. The Securityholders will jointly and severally indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the instructions and decisions part of the Representative as to and arising out of or in connection with the settlement acceptance or administration of any claims against its duties under this Agreement and the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to The Securityholders will reimburse the Escrow Agent, all Representative for their Post-Closing Pro Rata Share of any out-of-pocket pocket, independent, third-party fees and expenses (including legalfees and expenses of counsel, accounting accountants and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including that arise out of or are in connection with the determination acceptance or administration of the Conclusive Merger Representative’s duties under this Agreement and the Escrow Agreement and that are not reimbursed from the Representative’s Reserve. (d) If the Representative shall die, become disabled or resign, those Sellers that in the aggregate are entitled to at least a majority, which majority shall include each Seller that held Preferred Stock immediately prior to the Interim Effective Time, of the Aggregate Consideration Amount (less any amounts payable pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative 2.4 hereof) shall have the right to recover any appoint a successor Representative; provided, however, that (i) such successor Representative is approved by the Buyer (which approval shall not be unreasonably withheld); provided that if the Buyer does not provide its approval within 30 days after receipt of notice of the proposed successor Representative, the Buyer shall be deemed to have consented to such appointment, (ii) in the case of a resignation by the Representative, the Representative’s resignation shall not be effective until the successor Representative’s appointment is effective in accordance with this Section 5.12(d), and (iii) the appointment of such fees and expenses from successor Representative shall not be effective until the Indemnification Escrow Account from any amount that would otherwise be distributed delivery to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to Buyer and the Escrow Agent of executed counterpart of a certificate setting forth such fees writing signed by the successor Representative that he, she or it accepts the responsibility of successor Representative and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms agrees to perform and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to bound by all of the provisions of this Agreement. If any balance of Agreement and the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, in each case as applicable to the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative. Each successor Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) have all of the balance of power, authority, rights and privileges conferred by this Agreement upon the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Accountoriginal Representative, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (term “Representative” as used herein and in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven deemed to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunderinclude any successor Representative. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) as follows: The Representative has been is duly formed and is organized, validly existing as a limited liability company and in good standing under the laws Laws of the State of Delaware. The Representative has all the requisite power and authority to execute and deliver enter into this 95 Agreement, the Indemnification Escrow Agreement and each of the Purchase Price Adjustment Escrow Agreement. (ii) Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Representative of this Agreement, the Indemnification Escrow Agreement and each of the Purchase Price Adjustment Escrow Agreement Ancillary Agreements to which it will be a party and the performance consummation by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on its part, and no other action is necessary on its part to authorize this Agreement or any Ancillary Agreement to which it will be a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which it will be a party will at the Closing be, duly executed and delivered by it. Assuming due authorization, execution and delivery by each other party thereto, this Agreement constitutes, and each of the Ancillary Agreements to which it will be a party at the Closing will constitute, the valid and binding obligation of the Representative, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally, and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Representative. (a) The parties Holders have agreed that it is desirable to designate a representative separately irrevocably appointed Fidelity National Financial, Inc. to act as the designated representative, agent and attorney-in-fact of such Holders with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to this Agreement and the Escrow Agreement on behalf of such Holders (Fidelity National Financial, Inc., in such capacity, the “Representative”), including (i) approving any of the documents required to be delivered by such Holders on or after the Closing Date, (ii) approving or contesting the Closing Statement and/or the Initial Merger Consideration adjustments as set forth in Article II of this Agreement, and any other matter provided for in Article II of this Agreement, (iii) administering any indemnification matter on behalf of the Fully-Diluted Stockholders for certain limited purposesHolders, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as agreeing to the settlement of any claims against indemnification matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to any waiver, consent or amendment under or to this Agreement, provided that no such waiver, consent or amendment shall adversely affect the Purchase Price Adjustment Escrow Amount pursuant allocation of any consideration hereunder to any Holder who does not expressly consent thereto in writing, (v) distributing to the Purchase Price Adjustment Escrow Agreement, Holders any portion of any consideration hereunder payable to the settlement Holders after the Closing Date, (vi) sending, receiving and reviewing notices under this Agreement on behalf of any claims against the Indemnification Escrow Amount pursuant Holders and (vii) appointing a successor Representative in the event of the resignation or death of the then current Representative. Each Holder has acknowledged that this Section 10.12 is intended to have the Indemnification Escrow Agreement broadest possible scope for the purpose of promoting the efficient negotiation and handling of all matters which arise under or as to any in connection with this Agreement. All actions required or permitted to be taken by the Representative hereunderin connection with, under or relating to, the Purchase Price Adjustment subject matter of this Agreement or the Escrow Agreement or under that are within the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by authority conferred upon the Representative pursuant to this Section 5.11(b))10.12 shall be deemed authorized, will be paid out approved, ratified and confirmed by the Holders, having the same force and effect as if performed pursuant to the direct authorization of such Holders. Subject to the terms of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements shall be entitled, absent gross negligence or bad faith, to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions indemnification in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its rights and obligations hereunder pursuant to this Section 10.12 and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, which indemnification shall be satisfied solely by having recourse against the Indemnification Escrow Agreement or its consummation of any Funds; provided that, subject to Section 7 of the transactions contemplated hereby Escrow Agreement, any such indemnification of the Representative shall be subject and therebystrictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Escrow Agreement, with no Escrow Funds to be paid to the Representative until the Parent and the Indemnified Parties have no further rights thereto and such funds are about to be returned to the Holders. The Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative on behalf of the Holders and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Representative. The Parent shall be entitled to disregard any notices or communications given or made by any Holder unless given or made through the Representative. For purposes of this Section 10.12, Holder shall refer to all holders of Company Stock.

Representative. (a) Effective upon and by virtue of the Required Stockholder Approval and his, her or its acceptance of the consideration payable under the terms and conditions of this Agreement, and without any further act of any of the Company Equityholders, each Company Equityholder hereby appoints the Representative as his, her or its attorney-in-fact and agent for and on behalf of such Company Equityholder for purposes of this Agreement and the Escrow Agreement and any other agreements and documents executed or delivered in connection with this Agreement. The parties Representative shall take such actions to be taken by the Representative 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 Company Equityholder as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including, without limitation, (i) accepting service of process on the Company Equityholders, (ii) executing and delivering this Agreement, the Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which the Representative, in its sole discretion, shall have agreed consented (provided that it is desirable any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Company Equityholder as compared to designate a representative to act other Company Equityholders shall require the prior written consent of such Company Equityholder), (iii) receiving or providing notices on behalf of the Fully-Diluted Stockholders Company Equityholders with respect to any matter or Actions arising out of or relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (iv) taking all actions and making all filings on behalf of such Company Equityholders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (v) 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 on behalf of such Company Equityholders, (vi) interpreting all terms of this Agreement; (vii) instituting, prosecuting and/or defending lawsuits; (viii) satisfying from the Escrow Account and the Representative Reserve costs, expenses 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, (ix) 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 Representative’s duties and obligations hereunder and under the Escrow Agreement and (x) taking all other actions that are either necessary or appropriate in the judgment of the Representative for certain limited purposes, as specified hereinthe accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The parties have designated Xxxxxxx, Dubilier & Rice, LLC Representative hereby accepts such appointment. The appointment of the Representative as the initial Representative, each Company Equityholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Company Equityholder with regard to this Agreement and the Stockholder Consent Escrow Agreement and any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the executed Letters sole and exclusive representative of Transmittal will expressly ratify and approve each of the Company Equityholders 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 Equityholders 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 Equityholders. Each Company Equityholder shall promptly provide written notice to the Representative of any change of address of such designationCompany Equityholder. (b) The A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all Company hereby agrees that Equityholders and shall be final, binding and conclusive upon each such Company Equityholder, and Parent and the Surviving Company 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 Equityholder. Parent, the Surviving Company and the Escrow Agent shall be able relieved from any liability to rely conclusively on the instructions and decisions any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow AgreementRepresentative. (c) Upon written instruction Certain Company Equityholders have entered into a letter agreement with the Representative to provide direction to the Representative in connection with the performance of its services under this Agreement and the Escrow AgentAgreement (such Company Equityholders, included their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Representative and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”) shall incur liability with respect to any action taken or suffered by any Company Equityholder 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 such Company Equityholder (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Group. In all questions arising under this Agreement or the Escrow Agreement, the Representative may rely on the advice of outside counsel, and the Representative shall not be liable to any Company Equityholder for anything done, omitted or suffered in good faith by Representative based on such advice. No provision of this Agreement or the Escrow Agreement shall require the Representative 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 or the Escrow Agreement on behalf of any Company Equityholders. (d) Each Company Equityholder shall severally, but not jointly (based on such Company Equityholder’s Fully Diluted Ownership Percentage), indemnify the Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative Group 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 reasonably retained by the Representative. Notwithstanding the foregoing, the Representative’s standard hourly rates and 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid its duties shall be borne first by the Representative pursuant to Section 5.11(b)), will be paid Preferred Stockholders and Warrant Holders out of the Representative Xxxxxx Account from time to timeReserve, as second by the Preferred Stockholders and when such fees and expenses are incurred and at Warrant Holders out of the Representative’s sole discretion. In additionEscrow Fund in accordance with their Proportionate Share, third by the Representative shall have the right to recover any Company Equityholders paid in accordance with their respective Fully Diluted Ownership Percentages of such fees and expenses out of any Earnout Payment otherwise distributable to the Company Equityholders, and, thereafter, directly from the Indemnification Escrow Account from any amount that would otherwise be distributed Company Equityholders, in accordance with their respective Fully Diluted Ownership Percentages. As soon as practicable following the termination of all of the Representative’s obligations related to this Agreement and the Fully-Diluted Stockholders andtransactions hereunder, prior to any such distributionas determined in the sole discretion of the Representative, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with distribute the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 remaining portion of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating Reserve (if any) to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction Paying Agent for prompt distribution to the Escrow Agent to deliver promptly from the Representative Escrow Account Preferred Stockholders and Warrant Holders in accordance with their Proportionate Share of such amount by wire transfer of immediately available funds (any such distribution, a “Reserve Distribution”). (e) The Representative Reserve shall be held in a segregated client account as a trust fund by the Representative, separate from the Representative’s corporate funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party. The Representative Reserve shall be used only for the purposes of paying directly, or reimbursing the Representative for, it standard hourly rates, any losses, liabilities or expenses incurred by it pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Preferred Stockholders and Warrant Holders shall not receive interest or other earnings on amounts in the Representative Reserve and the Preferred Stockholders and Warrant Holders irrevocably transfer and assign to the Representative an amount any ownership right that they may have in cash equal to any interest that may accrue on amounts in the Common Stockholders’ aggregate Ownership Percentage (in respect Representative Reserve. The Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of such Common Stockholders’ Common Stock) of the balance principal of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance Reserve other than as a result of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay its gross negligence or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the willful misconduct. The Representative is not acting as a party to this Agreement solely to perform certain administrative functions withholding agent or in any similar capacity in connection with the consummation Representative Reserve, and has no tax reporting obligations hereunder. The Representative shall be compensated at its standard hourly rates for its efforts under this Agreement. (f) At any time Stockholders representing at least sixty percent (60%) of the transactions contemplated hereby. Accordingly, each shares of the CompanySeries D Combined outstanding immediately prior to the Effective Time may, Xxxxxx Sub 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 acknowledges and agrees 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. (g) In the event that the Representative shall have no liability tobecomes unable or unwilling to continue in his or its capacity as the Representative, and shall not be liable for any Losses ofor if the Representative resigns as a Representative, any Stockholders representing at least sixty percent (60%) of the Companyshares of the Series D Combined outstanding immediately prior to the Effective Time may, Merger Subby 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 and, if applicable, the Escrow Agent. Such appointment shall be effective upon the later of the date indicated in the consent or the Surviving Corporation in connection with date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent. (h) The immunities and rights to indemnification shall survive the resignation or removal of Representative or any obligations member of the Representative under this Agreement or otherwise in respect Advisory Group and the Closing and/or any termination of this Agreement or the transactions contemplated hereby, except to the extent such Losses Escrow Agreement. The Representative shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: entitled to: (i) The Representative has been duly formed and is validly existing as a limited liability company under rely upon the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 AgreementDistribution Schedule, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution rely upon any signature believed by it to be genuine, and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Equityholder or other party. The grant of authority provided for herein (A) for filings under Section 2.3is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Company Equityholder, (B) for filings under shall survive the HSR Actdelivery of an assignment by any Company Equityholder of the whole or any fraction of his, her or its interest in any post-Closing consideration and (C) as set forth in Section 3.3 shall survive the consummation of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution Mergers. The provisions of this Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Company Equityholder, and any references in this Agreement to any Company Equityholder or the Purchase Price Adjustment Escrow AgreementCompany Equityholders shall mean and include the successors to such Company Equityholder’s rights hereunder, whether pursuant to testamentary disposition, the Indemnification Escrow Agreement laws of descent and distribution or its consummation of any of the transactions contemplated hereby and therebyotherwise.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the FullyEarn-Diluted Stockholders for certain limited purposesout Consideration, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, Preliminary Net Asset Value and the Stockholder Consent Adjusted Merger Consideration, (ii) the waiver of any condition to the obligations of the Company Participating Equity Holders to consummate the transactions contemplated hereby and (iii) the executed Letters defense and/or settlement of Transmittal will expressly ratify any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to this Agreement, the Company Participating Equity Holders, by the approval of the Merger and approve such designationadoption of this Agreement and/or their acceptance of any Merger Consideration pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact and agent. (b) The Company Participating Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Merger Consideration pursuant to this Agreement, hereby agrees authorize the Representative (i) to make all decisions relating to the determination of the Earn-out Consideration pursuant to Section 1.6, (ii) to make all decisions relating to the determination of the Preliminary Net Asset Value and the Adjusted Merger Consideration pursuant to Section 1.10, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VII hereof, (iv) to give and receive all notices required to be given under the Agreement, (v) to use the Representative Expense Amount for purposes of paying fees and expenses of the Representative incurred in connection with the discharge of its duties under this Agreement and (vi) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Participating Equity Holders by the terms of this Agreement. If any amount of the Representative Expense Amount remains after the Representative has discharged its duties under this Agreement (the “Representative Expense Amount Surplus”), the Paying Agent shall pay to each Company Participating Equity Holder an amount equal to the product of (x) the number of Company Participating Equity Equivalents owned by the Company Participating Equity Holder immediately prior to the Effective Time and (y) the Per Share Representative Expense Amount Surplus. (c) In the event that Parent 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 Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. Notwithstanding anything to the contrary set forth herein, Company Stockholders (acting by a 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 have the right to remove the Representative (with or without cause) and shall select another representative to fill the vacancy of such Representative, 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 without limitation any agreement between the Representative and the Buyer relating to the determination of the Preliminary Net Asset Value, the Adjusted Merger Consideration, the Earn-out Consideration, the defense or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VII hereof or any adjustment to Schedule I in accordance with the provisions of Section 7.3(h), shall constitute a decision, act, consent, instruction or action of all Company Participating Equity Holders and shall be binding and conclusive upon each of such Company Participating 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 Company Participating Equity Holder. The Buyer, I-B, A-C, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Company Participating Equity Holder 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 approval of the Merger and adoption of this Agreement, and/or their acceptance of any Merger Consideration pursuant to this Agreement, each Company Participating Equity Holder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Purchase Price Adjustment Escrow Amount pursuant to Earn-out Consideration, the Purchase Price Adjustment Escrow AgreementPreliminary Net Asset Value and the Adjusted Merger Consideration, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VII or as to any other actions required or permitted to be taken by the Representative hereunderhereunder (including any adjustment to Schedule I in accordance with the provisions of Section 7.3(h)), 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 Company Participating Equity Holder shall have any cause of action against the Representative for any action taken or not taken, decision made or not made or instruction given or not given by the Representative under this Agreement, the Purchase Price Adjustment Escrow Agreement or under any of the Indemnification Escrow Agreement. (c) Upon written agreements related hereto, except for fraud or willful breach of this Agreement by the Representative, and the Company Participating Equity Holders shall jointly and severally indemnify the Representative in respect of and hold it harmless for, any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and or any Transfer Taxes paid of the agreements related hereto, except for fraud or willful breach of this Agreement by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to ; (iii) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Company Participating 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 Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay 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 Optionholder its applicable Ownership Percentage (Company Participating Equity Holder, and any references in respect of such Optionholder’s Options) of this Agreement to a Company Participating Equity Holder or the balance of Company Participating Equity Holders shall mean and include the Representative Escrow Account and successors to each RSU Holder its applicable Ownership Percentage (in respect of such RSU the Company Participating Equity Holder’s RSUs) rights hereunder, whether pursuant to testamentary disposition, the laws of the balance of the Representative Xxxxxx Amount.descent and distribution or otherwise (df) Each For purposes of the Companyclarification, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation representative and agent of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub Company Participating Equity Holders only and Parent acknowledges and agrees that the Representative shall have no liability todoes not represent, and shall is not be liable for any Losses ofan agent for, any of the Companyother Party hereto, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunderincluding Spinco. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. Effective upon approving this Agreement and the transactions contemplated hereby or by executing and delivering a Stockholder Written Consent, Stockholder Letter of Transmittal, Optionholder Letter of Transmittal or Warrant Holder Consent Agreement, each Stockholder (other than Stockholders properly exercising appraisal rights for Dissenting Shares), Vested Optionholder and Warrant Holder will, as a specific term of the Merger, be deemed to have agreed that: (a) The parties have agreed that it Representative is desirable irrevocably constituted and appointed as the representative, exclusive agent, proxy, and attorney in fact (coupled with an interest) for all such Persons for all purposes under this Agreement including the full power and authority on such Person’s behalf: (i) to designate a representative consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to act negotiate Claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Proceeds contemplated by Section 3.03 and Claims for indemnification under Article XI), (iii) to cause to be received or disbursed to, any Indemnifying Securityholder any funds received on behalf of such Indemnifying Securityholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to direct withholding of any amounts to be received by any Indemnifying Securityholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Fully-Diluted Stockholders Indemnifying Securityholders) any and all obligations or liabilities of any Indemnifying Securityholder or the Representative in the performance of any of their commitments hereunder (including, for certain limited purposesthe avoidance of doubt, the satisfaction of payment obligations (on behalf of the Indemnifying Securityholders) in connection with the adjustment of Closing Proceeds contemplated by Section 3.03 or the indemnification of the Parent Indemnified Parties under Article XI), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Indemnifying Securityholder) and (vi) to take, or refrain from taking, all other actions to be taken by or on behalf of any Indemnifying Securityholder or as specified hereindeemed necessary by the Representative in connection with this Agreement, the Escrow Agreement and any other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The parties have designated Xxxxxxxpowers, Dubilier & Riceimmunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest, LLC as are therefore irrevocable without the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions consent of the Representative as to and shall survive the settlement Merger and the death, incapacity, bankruptcy, dissolution or liquidation of each Indemnifying Securityholder and shall be binding on any claims against successor thereto, and (ii) shall survive the Purchase Price Adjustment Escrow Amount pursuant to delivery of an assignment by any Indemnifying Securityholder of the Purchase Price Adjustment Escrow Agreementwhole or any fraction of his, to the settlement of any claims against her or its interest in the Indemnification Escrow Amount pursuant to Funds. All decisions and actions by the Indemnification Escrow Agreement Representative or as to any actions required or permitted omitted to be taken by the Representative shall be binding upon each Indemnifying Securityholder and such Indemnifying Securityholder’s successors as if expressly confirmed and ratified in writing by such Indemnifying Securityholder, and no Indemnifying Securityholder shall have the right to object, dissent, protest or otherwise contest the same, except for decisions, actions or omissions of the Representative constituting willful misconduct. The Representative shall have no duties or obligations hereunder or under the Escrow Agreement, including any fiduciary duties, except those set forth herein and in the Escrow Agreement, and such duties and obligations shall be determined solely by the express provisions of this Agreement and the Escrow Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule; (b) Certain Indemnifying Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Representative engagement agreement (such Indemnifying Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). 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 to any Indemnifying Securityholder for any act done or omitted hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement.Representative engagement agreement as the Representative Group 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) and without gross negligence or willful misconduct. The Representative Group shall be indemnified, defended, held harmless and reimbursed by each Indemnifying Securityholder severally (based on each Indemnifying Securityholder’s Indemnity Allocation Percentage), and not jointly, against all losses, liabilities, claims, damages, fees, costs, expenses (including reasonable attorneys’ fees and costs of other skilled professional and in connection with seeking recovery from insurers), judgments, fines and amounts paid or incurred by the Representative Group in connection with any Claim, action, suit or proceeding to which the Representative Group is made a party by reason of the fact that such Person is or was acting as the Representative Group pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations on behalf of the Indemnifying Securityholder) (collectively, the “Representative Expenses”). Any and all amounts paid or incurred by the Representative Group in connection with any Claim, action, suit or proceeding to which the Representative Group or such other Person is made a party by reason of the fact that it is or was acting as the Representative Group pursuant to the terms of this Agreement are on behalf of the Indemnifying Securityholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Stockholder or otherwise); (c) Upon written instruction The Representative Group shall not incur any liability to any Indemnifying Securityholder by virtue of the failure or refusal of the Representative Group for any reason to consummate the transactions contemplated hereby or relating to the Escrow Agentperformance of their duties hereunder. The Representative Group shall have no liability in respect of any action, all out-of-pocket fees and expenses (including legalClaim or proceeding brought against any such Person by any Indemnifying Securityholder, accounting and other advisors’ fees and expensesregardless 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, if applicableany such Person took or omitted taking any action in good faith; (d) Representative represents and warrants that it is a limited liability company, duly organized, validly existing and in good standing under the Laws of Delaware, and it has the requisite limited liability company power and authority, and has taken all limited liability company action necessary or required, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Representative and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of Representative, subject to the Laws of agency; (e) The Representative may resign upon thirty (30) day notice in the event of circumstances rendering it impracticable for the Representative to continue to effectively serve, including amendments increasing Representative’s responsibilities without its consent or failure to pay amounts due to Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. The rights and obligations of the Representative pursuant to this Agreement, and the grant of authority to such Representative set forth in this Section 12.13 may be assigned from time to time or a vacancy in such position may be filled upon written consent of the Indemnifying Securityholders receiving a majority-in-interest of the Merger Consideration received in the aggregate by the Indemnifying Securityholders; provided, however, that no such assignment shall be effective unless and until (i) evidence of the consent referred to in the immediately preceding sentence is provided to Parent and (ii) the assignee of such rights and obligations becomes a party to this Agreement by executing a joinder in a form reasonably acceptable to Parent. Upon any such assignment, the Person accepting and assuming the rights and obligations of the Representative shall become, for all purposes, the Representative hereunder; (f) If the Representative incurs or pays or causes to be paid, any Representative Expenses (on behalf of the Indemnifying Securityholders) in connection with any obligation or liability of the Representative or of an Indemnifying Securityholder in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the Purchase Price Adjustments or the indemnification of the Parent Indemnified Parties under Article XI), any such Representative Expenses incurred may be reimbursed, first, when and as incurred, from the Representative Holdback Amount, second, and, if not so reimbursed from the Representative Holdback Amount, then the Representative shall be reimbursed from any distribution of the Indemnification Escrow Funds otherwise distributable to the Indemnifying Securityholders at the time of distribution, and third, the Representative shall be indemnified, held harmless and reimbursed directly by each Indemnifying Securityholder severally (based on each Indemnifying Securityholder’s Indemnity Allocation Percentage), and not jointly, for such amount(s)). The Indemnifying Securityholders acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (g) The Representative Holdback Amount shall be held by the Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any actions under Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative letter agreement, or (including ii) as otherwise determined by the Advisory Group. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Holdback Amount other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the determination Representative Holdback Amount, and has no tax reporting or income distribution obligations. The Indemnifying Securityholders will not receive any interest on the Representative Holdback Amount and assign to the Representative any such interest. Subject to Advisory Group approval, the Representative may contribute funds to the Representative Holdback Amount from any consideration otherwise distributable to the Indemnifying Securityholders. Following the resolution of all Claims and the termination of the Conclusive Merger Consideration pursuant to Section 2.11Representative’s duties and obligations hereunder, under the Purchase Price Adjustment Escrow Agreementagreement and under the Representative engagement agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid upon full reimbursement of all Representative Expenses incurred by the Representative pursuant to Section 5.11(b))in the performance of its duties hereunder, will be paid out of under the Escrow Agreement or under the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In additionengagement agreement, the Representative shall have distribute, or caused to be distributed, all remaining funds in the right Representative Holdback Amount held by it on behalf of the Indemnifying Securityholders to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed Paying Agent for further distribution to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. Indemnifying Securityholders; (h) The Representative shall establish with be entitled to: (i) rely upon the Escrow Agent such terms and procedures for administeringFinal Securityholder Schedule, investing and disbursing (ii) rely upon any amounts from the Representative Escrow Amount as signature believed by it may determine in its reasonable judgment to be necessarygenuine, advisable and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Securityholder or desirable to give effect other party; and (i) Notwithstanding anything to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreementcontrary set forth herein, the Representative Escrow Agreement Group and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and Affiliates shall not be liable for any Losses ofloss to any Indemnifying Securityholder for any action taken or not taken by the Representative Group or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, any of communications or writings made, given or executed by the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement Merger Sub or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunderSurviving Corporation. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. The Representative shall, by virtue of the Merger and the resolutions adopted by the Preferred Stockholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Preferred Stockholders (with full power of substitution in the premises) in connection with: (a) the determination of the amount of Merger Consideration pursuant to Section 1.5, including to take all such actions as are authorized in such Section, and to act with respect to such other matters as are reasonably necessary for the consummation of the transactions contemplated thereby; and (b) the indemnity provisions of Article VI as they relate to the Preferred Stockholders generally, the Escrow Agreement, the notice provisions of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby, including to act as the representative of the Preferred Stockholders to review and authorize all setoffs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Brooktrout and the Surviving Corporation 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. The parties have agreed Representative shall not be liable to any Preferred Stockholder, Brooktrout, the Surviving Corporation or any other person with respect to any action taken or omitted to be taken by the Representative under or in connection with this Agreement unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. The Preferred Stockholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without fraud, gross negligence, willful misconduct or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the duties of the Representative hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. Each of Brooktrout, Canal and the Surviving Corporation, and each of their respective Affiliates, shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Preferred Stockholder. Each Preferred Stockholder who votes in favor of the Merger pursuant to the terms hereof, by such vote, without any further action, and each Preferred Stockholder who receives any portion of the Merger Consideration in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges any agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Brooktrout and Canal to enter into this Agreement is desirable to designate based, in part, on the appointment of a representative to act on behalf of the Fully-Diluted Preferred Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationprovided in this Section 1.14. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) As an integral component of the terms and conditions of this Agreement and the Merger, the Representative is hereby irrevocably appointed, authorized and empowered as the representative of the Equityholders, Blocker Seller and their respective successors and permitted assigns for the purposes specified in this Agreement and the Escrow Agreement and all actions taken by the Representative hereunder and thereunder will be binding upon all such Equityholders, Blocker Seller and their respective successors. The parties have agreed that Representative may take any and all actions which it is desirable to designate a representative to act believes are necessary or appropriate in connection with the purposes for which it serves as the Representative as specified in this Agreement and the Escrow Agreement for and on behalf of the Fully-Diluted Stockholders for certain limited purposesEquityholders and Blocker Seller, as specified herein. The parties have designated Xxxxxxxincluding, Dubilier & Ricewithout limitation, LLC as approving or contesting the initial Representativedetermination of the Total Equity Value and the Blocker Adjustment (or any elements thereof) pursuant to Section 3.7 and all actions in connection with any distributions to be made in respect thereof pursuant to Section 3.8, consenting to, compromising or settling all claims and matters in connection with such determination or distributions, conducting negotiations with Parent and other applicable counterparties and their agents regarding claims and matters in connection with such determination or distributions, dealing with Parent, the Surviving Entity and its Subsidiaries, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including and the Escrow Agreement, as applicable, in connection with such determination or distributions, and engaging counsel, accountants or other representatives on behalf of the Equityholders and Blocker Seller in connection with the foregoing matters. Without limiting the generality of the foregoing, the Representative will have full power and authority on behalf of the Equityholders and Blocker Seller to interpret all of the terms and provisions of this Agreement and the Escrow Agreement in connection with the determination of the Conclusive Merger Consideration Total Equity Value and the Blocker Adjustment (or any elements thereof) pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement 3.7 and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation actions in connection with any obligations of the Representative under this Agreement or otherwise distributions to be made in respect thereof pursuant to Section 3.8 and to consent to any waiver of this Agreement or the transactions contemplated herebyEscrow Agreement, except to or any amendment of the extent Escrow Agreement, in each case on behalf of all such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative Equityholders and Blocker Seller and their respective successors and permitted assigns in connection with the performance of its obligations hereunder. (e) All determination of the indemnitiesTotal Equity Value and the Blocker Adjustment (or any elements thereof) pursuant to Section 3.7 and all actions in connection with any distributions to be made in respect thereof pursuant to Section 3.8; provided that, immunities and powers granted to notwithstanding the Representative under foregoing, this Agreement shall survive the Effective Time. (f) may only be amended or modified in accordance with Section 15.2. The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreementaccepts such appointment. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub Sellers hereby constitutes and Parent acknowledges and agrees that appoints the Representative is a party to act as the Representative under this Agreement solely and the Minority Sellers' Incremental Tax Payment Escrow Agreement, as and to perform certain administrative functions the extent provided herein and therein. Each of the Sellers agrees to indemnify and hold harmless the Representative by reason of his acting or failing to act in connection with the consummation any of the transactions contemplated hereby. Accordinglyhereby or by the Minority Sellers' Incremental Tax Payment Escrow Agreement and against any loss, each liability or expense the Representative may sustain or incur as a result of serving as Representative hereunder or under the Minority Sellers' Incremental Tax Payment Escrow Agreement, except such losses, liabilities and expenses which are determined in an arbitration proceeding to have resulted primarily from the gross negligence or willful misconduct of the Company, Xxxxxx Sub and Parent acknowledges and Representative. Each of the Sellers agrees that the Representative shall have no liability towhatsoever to any Seller or such Seller's beneficiaries, and shall not be liable heirs or personal representatives for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect matters arising out of this Agreement or the transactions contemplated herebyMinority Sellers' Incremental Tax Payment Escrow Agreement except, except in the case of the Sellers, for liability for such matters which are determined in an arbitration proceeding to have resulted primarily from the extent such Losses shall be proven to be the direct result of fraud gross negligence or willful misconduct of the Representative. Each of the Sellers hereby agrees to reimburse the Representative upon the request of the Representative for all reasonable expenses, disbursements and advances incurred or made by the Representative in connection with the performance of its obligations hereunderhis duties under this Agreement or under the Minority Sellers' Incremental Tax Payment Escrow Agreement. The Representative shall have the authority to act on behalf of and to bind each of the Sellers for purposes of the provisions of this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement to the extent set forth in this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement, respectively. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (fb) The initial Representative hereby represents and warrants hereunder shall be Xxxxx Xxxxxxxx. In the event that Xxxxx Xxxxxxxx, for any reason, shall fail or be unable to Parent and Merger Sub that: (i) The continue to serve as Representative, whether by reason of his death, incapacity, resignation or otherwise, then the successor Representative has been duly formed and is validly existing as shall be elected by holders of a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 majority of the Seller Disclosure LetterPercentages reflected on Exhibit A hereto. The rights, no notice topowers, filing with, or authorization, registration, consent or approval privileges and obligations of the Representative named hereunder shall be possessed by any Governmental Authority is necessary for successor Representative with the same effect as though such successor had originally been a party to this Agreement. The word "Representative’s execution of " as used in this Agreement means the Representative or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and therebysuccessor representative acting hereunder.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf Stockholders Representative shall be the agent and attorney-in-fact for each of the Fully-Diluted Stockholders for certain limited purposesand the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.11. In the event of the resignation, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as death or incapacity of the initial Stockholders Representative, a successor Stockholder Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationsuccessor Stockholders Representative. (b) The Company Stockholders Representative is hereby agrees that Parent authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Indemnity Escrow Agent shall be able to rely conclusively on Agreement and the other agreements contemplated hereby and thereby including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and decisions of other documents contemplated by, or deemed by the Stockholders Representative as to be necessary or desirable in connection with, this Agreement, the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Indemnity Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the settlement Stockholders Representative in accordance with the provisions of any claims against the Indemnification Escrow Amount pursuant this Agreement shall constitute notice to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by Stockholders and the Representative hereunder, Optionholders for all purposes under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow this Agreement. (c) Upon written instruction to The appointment of the Escrow Agent, all out-of-pocket fees Stockholders Representative is an agency coupled with an interest and expenses (including legal, accounting is irrevocable and other advisors’ fees and expenses, if applicable) reasonably incurred any action taken by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Stockholders Representative pursuant to the authority granted in this Section 5.11(b))10.11 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, will be paid out except for actions or omissions of the Stockholders Representative Xxxxxx Account from time to timeconstituting willful misconduct or gross negligence. The death or incapacity, as or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and when such fees agency of the Stockholders Representative. Parent, Merger Sub and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior other party to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions document contemplated by this AgreementAgreement in dealing with the Stockholders Representative may conclusively and absolutely rely, the Purchase Price Adjustment Escrow Agreementwithout inquiry, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) upon any act of the balance Stockholders Representative as the act of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay Stockholder or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each The Stockholders Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the CompanyStockholders Representative, Xxxxxx Sub and the Stockholders Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent acknowledges and agrees that or Merger Sub. (e) The Stockholders Representative may act pursuant to the Representative is a party advice of counsel with respect to any matter relating to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses ofaction taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the Company, Merger Sub, Parent service thereof. The Stockholders Representative may act in reliance upon any instrument or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven signature believed by it to be genuine and may assume that the direct result of fraud Person purporting to give receipt or willful misconduct by the Representative advice or make any statement or execute any document in connection with the performance provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of its obligations hereunder. (e) All any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of the indemnities, immunities and powers granted that party unless written notice to the Representative under this Agreement shall survive contrary is delivered to the Effective TimeStockholders Representative. (f) The Stockholders Representative hereby represents shall receive reimbursement from, and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreementbe indemnified from, the Indemnification Indemnity Escrow Agreement Account, for any and the Purchase Price Adjustment Escrow Agreement. (ii) The execution all expenses, charges and delivery liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and in the performance by the Representative or discharge of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representativeduties pursuant to this Section 10.11. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (aother than the Administrative Agent) The parties shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that it such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is desirable hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to designate a representative to act execute and deliver on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified hereinSecured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The parties have designated XxxxxxxLenders hereby authorize the Administrative Agent, Dubilier & Riceat its option and in its discretion, LLC to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 10.02; (ii) as permitted by, but only in accordance with, the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions terms of the Representative as applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the settlement Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any claims against the Purchase Price Adjustment Escrow Amount sale or transfer of assets constituting Collateral which is permitted pursuant to the Purchase Price Adjustment Escrow Agreementterms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the settlement Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of any claims against the Indemnification Escrow Amount pursuant Liens granted to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by Administrative Agent for the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination benefit of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable Secured Parties herein or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolvedupon the Collateral that was sold or transferred; provided, then however, that (i) the Representative Administrative Agent shall provide a written instruction not be required to execute any such document on terms which, in the Escrow Administrative Agent’s opinion, would expose the Administrative Agent to deliver promptly from liability or create any obligation or entail any consequence other than the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect release of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow AccountLiens without recourse or warranty, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and release shall not be liable for in any Losses ofmanner discharge, affect or impair the Secured Obligations or any of the Company, Merger Sub, Parent Liens upon (or the Surviving Corporation in connection with any obligations of the Representative under this Agreement Borrower or otherwise any Subsidiary in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct of) all interests retained by the Representative in connection with Borrower or any Subsidiary, including (without limitation) the performance of its obligations hereunder. (e) All proceeds of the indemnitiessale, immunities and powers granted all of which shall continue to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws constitute part of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow AgreementCollateral. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative Sellers hereby appoint IPS to act as the “Sellers’ Representative” as (i) the agent and true and lawful attorney-in-fact of each Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each Seller holder in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Fully-Diluted Stockholders Closing contemplated herein and (ii) the agent for certain limited purposesservice of process for each Seller and the Sellers irrevocably consent to the service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Sellers’ Representative. Without limiting the generality of the foregoing, the power of the Sellers’ Representative shall include the power to represent each Seller with respect to all aspects of this Agreement, which power shall include, without limitation, the power to (i) waive any and all conditions of this Agreement, (ii) amend this Agreement and any agreement executed in connection herewith in any respect, (iii) bring, assert, defend, negotiate or settle any claims or actions for indemnity pursuant to this Agreement, (iv) retain legal counsel and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel, (v) designate an agent to receive, hold and disburse monies or securities paid or delivered hereunder; (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required and (viii) take all such other action and to do all such other things as specified hereinthe Sellers’ Representative deems necessary or advisable with respect to this Agreement, including, without limitation, to provide all approvals and consents of the Sellers contemplated hereunder. The parties Purchaser shall have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, absolute right and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able authority to rely conclusively on upon the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement acts taken or as to any actions required or permitted omitted to be taken by the Sellers’ Representative on behalf of the Sellers and Purchaser shall have no duty to inquire as to the acts and omissions of the Sellers’ Representative. In the event the Sellers’ Representative refuses to, or is no longer capable of, serving as the Sellers’ Representative hereunder, under the Sellers by approval of those holders entitled to receive at least 65% of the Purchase Price Adjustment Escrow Agreement or under hereunder shall promptly appoint a successor Sellers’ Representative who shall thereafter be a successor Sellers’ Representative hereunder and the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisorsSellers’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right serve until such successor is duly appointed and qualified to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations act hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it Fortis Advisors LLC is desirable to designate a representative to act hereby constituted and appointed as exclusive agent and attorney‑in‑fact for and on behalf of the Fully-Diluted Stockholders Seller Indemnitors and is the Representative for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent all purposes under this Agreement and the Escrow Agent shall be able to rely conclusively on Agreement. Without limiting the instructions and decisions generality of the foregoing, the Representative as has full power and authority, on behalf of each Seller Indemnitor, to (i) interpret the settlement terms and provisions of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow this Agreement, any Ancillary Agreement and the documents to be executed and delivered by the settlement of any claims against Seller Indemnitors in connection herewith, including the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions and the Representative Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions given in connection with the consummation of the transactions contemplated hereby. Accordinglyby this Agreement, each including the Escrow Agreement, (iii) receive service of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation process in connection with any obligations claims under this Agreement, the Escrow Agreement or the Representative Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims under this Agreement, any Ancillary Agreement or any other documents to be executed and delivered by any of the Seller Indemnitors, and take all actions necessary or appropriate in the judgment of the Representative under this Agreement for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or otherwise appropriate in respect the judgment of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative on behalf of the Seller Indemnitors in connection with this Agreement, the Escrow Agreement and the Representative Agreement, (vii) make any determinations and settle any matters in connection with the performance of its obligations hereunder. adjustments to the Estimated Cash Merger Consideration in Section 2.11 (e) All including authorizing delivery to Parent of the indemnitiesAdjustment Escrow Funds or any portion thereof), immunities and powers granted (viii) authorize delivery to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to any Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws Indemnitee of the State Escrow Funds or any portion thereof in satisfaction of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreementclaims brought by any Parent Indemnitee for Losses, (ix) in the Indemnification Escrow Agreement case of the Founders and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and Founder Stockholder, authorize delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate to any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 Parent Indemnitee of the Seller Disclosure Letter, no notice to, filing with, Founder Escrow Funds or authorization, registration, consent or approval any portion thereof in satisfaction of claims brought by any Governmental Authority is necessary Parent Indemnitee for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.Losses (ix)

Representative. Each Stakeholder approves the designation of and designates (ai) The parties have agreed that it is desirable to designate a Park Place as the Escrow Agent, as defined below (and Park Place hereby accepts such designation), and (ii) Txx Xxxxx as the representative to act of the Stakeholders and as the attorney-in-fact and agent for and on behalf of each Stakeholder (such person and any successor, the Fully-Diluted Stockholders “Representative”) with respect to claims for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as the initial Representative, indemnification pursuant to Article VI and the Stockholder Consent taking by the Representative of any and all actions and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement making of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions decisions required or permitted to be taken by the Representative hereunderpursuant to this Agreement, under including the Purchase Price Adjustment Escrow Agreement exercise of the power to: (a) authorize the release or under the Indemnification Escrow Agreement. delivery to LGIQ of Earnout Shares or Closing Shares in satisfaction of indemnification claims of any Buyer Indemnitee pursuant to Article VI; (b) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any claim for indemnification pursuant to pursuant to Article VI; (c) Upon written instruction resolve, settle or compromise any claim for indemnification made pursuant to pursuant to Article VI; and (d) 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 Stakeholder with respect to the disposition, settlement or other handling of all claims for indemnification pursuant to pursuant to Article VI and all rights or obligations arising under pursuant to Article VI. The Stakeholders will be bound by all actions taken and documents executed by the Representative in connection with Article VI, and the Buyer Indemnitees will be entitled to rely on any action or decision of the Representative. In performing the functions specified in this Agreement, the Representative will not be liable to any Stakeholder in the absence of gross negligence or willful misconduct on the part of the Representative. Each Stakeholder will severally, and not jointly, on a pro rata basis based on such Stakeholder’s proportional share of the unissued portion of the Earnout Shares being held in escrow by Bxxxx (such shares, the “Escrow AgentFund”), all indemnify and hold harmless the Representative from and against any asserted liability incurred without gross negligence 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. Any out-of-pocket fees costs 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid actions taken by the Representative pursuant to Section 5.11(b)), the terms of Article VI (including the hiring of counsel and the incurring of legal fees and costs) will be paid out directly by the Stakeholders to the Representative on a pro rata basis based on each Stakeholder’s proportional share of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurredFund. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by have no obligation under this Agreement, the Purchase Price Adjustment Escrow Agreementwhether with respect to third-party claims or non-third party claims, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to for any amounts in excess of the Escrow Agent to deliver promptly from the Representative Escrow Account Fund then held by wire transfer of immediately available funds to the Representative an amount Buyer (other than in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is his capacity as a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated herebyStakeholder). Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the The Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative obligation under this Agreement or otherwise in respect the case of this Agreement or any failure by any Stakeholder (other than the transactions contemplated hereby, except Representative himself) to have good and valid title to the extent shares of Park Place securities held by such Losses shall Stakeholder. The person serving as the Representative may be proven replaced from time to be the direct result of fraud or willful misconduct time by the Representative in connection with Stakeholders who held, as of immediately prior to the performance of its obligations hereunder. (e) All Closing, a majority of the indemnitiesoutstanding shares of Park Place Common Stock, immunities and powers granted to the Representative under this Agreement shall survive the Effective Timeon an as-converted basis. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) Each Shareholder and Principal Equity Holder hereby irrevocably constitutes and appoints Txxxxxx X. Xxxxxx as the Representative, for the purpose of performing and consummating the transactions contemplated by this Agreement. The parties have agreed that it appointment of Txxxxxx X. Xxxxxx as the Representative is desirable coupled with an interest and all authority hereby conferred shall be irrevocable and the Representative is hereby authorized and directed to designate a representative to act perform and consummate on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Xxxxxxx, Dubilier & Rice, LLC as Shareholders and Principal Equity Holders all of the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationtransactions contemplated by this Agreement. (b) The Company Not by way of limiting the authority of the Representative, each and all of Shareholders and Principal Equity Holders, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby agrees that Parent authorize the Representative to: (i) waive any provision of this Agreement which the Representative deems necessary or desirable; (ii) execute and deliver on the Shareholders’ and the Escrow Agent shall Principal Equity Holders’ behalf all documents and instruments which may be able executed and delivered pursuant to rely conclusively this Agreement, including without limitation the Shares and any transfer documentation with respect thereto; (iii) (c) calculate, negotiate and agree to any adjustments to the Total Consideration; (iv) make and receive notices and other communications pursuant to this Agreement and service of process in any legal action or other proceeding arising out of or related to this Agreement or any of the transactions contemplated hereunder; (v) contest, negotiate, defend, compromise or settle any Action arising out of or related to this Agreement or any of the transactions contemplated hereunder through counsel selected by the Representative and solely at the cost, risk and expense of the Principal Equity Holders; (vi) satisfy any indemnification amounts owed pursuant to the terms herein; (vii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such indemnification obligations or Actions; (viii) resolve any Actions arising from the Shareholders’ or Principal Equity Holders’ indemnification obligations hereunder; (ix) take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise; (x) receive and distribute all or any portion of the Total Consideration or any other payment owing to the Shareholders or Principal Equity Holders 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 Principal Equity Holders; (xiii) pay expenses incurred or which may be incurred by or on behalf of the instructions and decisions Shareholders or Principal Equity Holders in connection with this Agreement; and (xiv) take or forego any or all actions permitted or required of any Shareholder or Principal Equity Holders or necessary in the judgment of the Representative as to for the settlement accomplishment of any claims against the Purchase Price Adjustment Escrow Amount pursuant to foregoing and all of the Purchase Price Adjustment Escrow Agreementother terms, to the settlement conditions and limitations of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow this Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees Each Shareholder 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 (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount 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 Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Principal Equity Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable to the Shareholders or Principal Equity Holders for any Losses of, any of the Company, Merger Sub, Parent act or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct omission by the Representative as permitted under this Section, excepting only actions taken in connection with bad faith, and each Shareholder and Principal Equity Holder hereby irrevocably waives and releases any claims it may have against the performance of its obligations hereunderRepresentative for his acts and omissions hereunder other than any actions taken in bad faith. (d) EACH SHAREHOLDER AND PRINCIPAL EQUITY HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT HE OR SHE IS: (A) AUTHORIZING THE REPRESENTATIVE TO ACT FOR THE SHAREHOLDERS AND PRINCIPAL EQUITY HOLDERS, COLLECTIVELY AND INDIVIDUALLY, WITH BROAD POWERS; AND (B) AGREEING THAT THE REPRESENTATIVE WILL NOT BE LIABLE TO THE SHAREHOLDERS AND PRINCIPAL EQUITY HOLDERS, COLLECTIVELY OR INDIVIDUALLY, UNLESS THE REPRESENTATIVE ACTS IN BAD FAITH. EACH SHAREHOLDER AND PRINCIPAL EQUITY HOLDER 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) All In the event of the indemnities, immunities and powers granted failure or refusal of Txxxxxx X. Xxxxxx to act as the Representative under (or upon the death or incapacity (mental or physical) for more than 14 days of Txxxxxx X. Xxxxxx or any successor), the remaining Principal Equity Holders (including the estate or the heirs of Txxxxxx X. Xxxxxx) shall promptly appoint one of the remaining Principal Equity Holders as their agent for purposes of this Agreement shall survive the Effective TimeSection 11.16. (f) The Representative Parties hereby represents acknowledges certain funds have been deposited into the Reserve Account for the satisfaction of any and warrants to all Damages incurred by any Parent and Merger Sub that: (iIndemnified Party in connection with, with respect to, or otherwise related to, the 401(k) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of DelawareEmployer Contribution Error. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do shall not and will not conflict with distribute or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of otherwise liquidate any of the transactions contemplated hereby Reserve Fund until the 401(k) Employee Contribution Error is fully remedied, and therebyshall pay any and all Damages with respect to the 401(k) Employer Contribution Error from the Reserve Fund promptly upon the written request of any Parent Indemnified Party therefor, which request shall contain a reasonably detailed accounting of such Damages.

Representative. (a) The parties have agreed that it is desirable Representative shall not be liable to designate 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 representative to act pro rata basis, based on behalf the number of shares of Company Common Stock issued and outstanding as of the Fully-Diluted Stockholders for certain limited purposesEffective Time, as specified herein. The parties have designated Xxxxxxxindemnify the Representative and hold him harmless against any loss, Dubilier & Riceliability or expense incurred without gross negligence, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively bad faith or willful misconduct on the instructions and decisions part of the Representative as to the settlement and arising out of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, 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 (including in connection with the determination acceptance or administration of his duties hereunder, including without limitation the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement legal costs and any Transfer Taxes paid by expenses of defending the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Xxxxxx Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover against any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable claim or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Xxxxxx Amount. (d) Each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Xxxxxx Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of the Representative’s duties. (b) Notwithstanding anything herein to the contrary, the Representative is not authorized to, and shall not, accept on behalf of any holder (other than himself) of Company Stock or Company Options any Merger Consideration or Option Payments to which such holder of Company Stock or Company Options is entitled under this Agreement and the 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 (c) The Representative shall have reasonable access to information about the Company and the reasonable assistance of the Company’s officers and employees for purposes of performing its obligations duties and exercising its rights hereunder, provided that the Representative shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) The Representative shall serve as Representative until his resignation, removal from office, incapacity or death; provided, however, that the Representative shall not have the right to resign without (i) prior written notice to the Company Stockholders and (ii) determination of a successor reasonably satisfactory to Parent to serve until a successor thereto is elected by the Company Stockholders. The Representative may be removed at any time, and a successor representative, reasonably satisfactory to Parent, may be appointed, pursuant to written action by the Company Stockholders who, immediately prior to the Effective Time, held shares of Company Stock constituting sixty six and two-thirds percent (66 2/3%) or more of all such shares. Any successor to the Representative shall, for purposes of this Agreement, be deemed to be, from the time of the appointment thereof in accordance with the terms hereof, the Representative, and from and after such time, the term “Representative” as used herein and therein shall be deemed to refer to such successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents shall be permitted to retain counsel, consultants and warrants to other advisors and shall promptly notify Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delawareafter retaining any such person. The Representative has all requisite power shall be entitled to reimbursement by Parent of his reasonable out of pocket expenses including the reasonable, documented fees and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery expenses incurred by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable for payment to, or the organizational documents ofin connection with, the Representative. (iii) Except (A) for filings under Section 2.3retention of such counsel, (B) for filings under the HSR Actconsultants, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing withaccounting or financial, or authorizationother advisors, registrationnot to exceed $20,000 per Contingent Payment, consent or approval incurred in the performance of any Governmental Authority is necessary for his duties under this Agreement. Any amounts due the Representative’s execution Representative in excess of this Agreement or $20,000 per Contingent Payment shall be borne by the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and therebyCompany Stockholders on a pro rata basis.