Common use of Representative Clause in Contracts

Representative. (a) The Person designated by the Stockholders to act as Representative shall be the agent and attorney-in-fact for each of the Stockholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”).

Representative. (a) The Person designated by the Stockholders to act as Representative GS Capital Partners VI Fund, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.1311.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby 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 of the transactions contemplated by in this Agreement and the other agreements contemplated hereby including: , without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorizedOptionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such StockholderStockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the StockholderStockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubSub against the Stockholders or Optionholders. (e) The Representative shall receive reimbursement from, and be indemnified from, entitled to use the Escrow Account and funds constituting the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders)Representative Expense Amount, for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) The Person designated For purposes of this Agreement, the Escrowed Holders, by virtue of the Stockholders to act as Representative approval of the Mergers and this Agreement and without any further action on the part of any such Escrowed Holder or the Company, shall be deemed to have consented to the appointment of the Representative, as the exclusive agent and attorney-in-fact under this Agreement, the Paying Agent Agreement, and the Escrow Agreement for and on behalf of each such Escrowed Holder and the taking by Representative of any and all actions and the Stockholders making of any decisions required or permitted to act as be taken by the Representative under and subject to the terms, conditions and limitations, of this Agreement, the Paying Agent Agreement, and the Escrow Agreement, including the exercise of the power to (a) prepare, execute and deliver this Agreement and the Transaction Documents to which it is a party, any document, certificate or other agreements contemplated hereby instrument required to be delivered by or on behalf of the Escrowed Holders and any amendments hereto and thereto, (b) authorize delivery to Parent and the Surviving Company of the Escrow Fund or any 99 portion thereof, in accordance satisfaction of Indemnification Claims, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims and to pursue remedies and Legal Proceedings in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Net Aggregate Consideration and any portion thereof, including, the Escrow Fund and the Representative Expense Amount, (f) to give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of Representative for the accomplishment of the foregoing (including engaging counsel, accountants or other advisors in connection with the foregoing matters) and all of the other terms, conditions and limitations of this Agreement, the Paying Agent Agreement, and the Escrow Agreement or that are specifically mandated by the terms of this Section 11.13Agreement. In Notwithstanding the event foregoing, the Representative shall have no obligation to act on behalf of the resignationEscrowed Holders, death or incapacity of the Representativeexcept as expressly provided herein, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Paying Agent Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact for purposes of each Stockholder and (y) assume that all actionsclarity, decisions and determinations there are no obligations of the Representative are fully authorizedin any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. Notices given The powers, immunities and rights to indemnification granted to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. Group hereunder: (ci) The appointment of the Representative is an agency are coupled with an interest and is shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any action Escrowed Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Escrowed Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Escrowed Holders and their successors will be bound by all actions taken by Representative in connection with this Agreement, the Representative pursuant to Escrow Agreement, and the authority granted Paying Agent Agreement as if expressly confirmed and ratified in this Section 11.13 shall writing by the Escrowed Holders, all defenses which may be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party available to any document contemplated by this Agreement in dealing with Escrowed Holder to contest, negate or disaffirm the Representative may conclusively and absolutely rely, without inquiry, upon any act action of the Representative as taken in good faith under this Agreement, the act Escrow Agreement, or the Paying Agent Agreement are waived, and Parent and the Surviving Company shall be entitled to rely on any action or decision of Representative.. Neither the Stockholder. Representative nor its members, managers, directors, officers, contractors, agents and employees (d) The collectively, the “Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger SubGroup”), will incur liability with respect to any action taken or omitted suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be taken genuine and to have been signed by the Representative in its role as Representative under proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction in connection with the acceptance or administration of the Representative’s responsibilities hereunder, under the Escrow Agreement or the Paying Agent Agreement, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, unless such action the Escrow Agreement or omission results from or arises out of willful misconduct or gross negligence the Paying Agent Agreement, Representative may: (i) rely on the part advice of the Representativecounsel, and the Representative shall will not be liable to the Escrowed Holders for anything done, omitted or suffered in good faith by Representative based on such advice, (ii) rely upon the Allocation Schedule, (iii) rely upon any Stockholder in signature believed by it to be genuine, and (iv) reasonably assume that a signatory has proper authorization to sign on behalf of the event thatapplicable Escrowed Holder or other party. The Escrowed Holders shall, in the exercise of hisseverally and not jointly, her or its reasonable judgmentbased on their Indemnity Pro Rata Share, indemnify, defend and hold harmless the Representative believes there will not be adequate resources available to cover potential costs Group and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, its successors and be indemnified from, the Escrow Account assigns from and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for against any and all reasonable and documented out-of-pocket expensessuits, charges and actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs, judgments, amounts paid in settlement and expenses (including reasonable attorneys’ feesfees and court costs and fees and expenses of counsel and experts and in connection with seeking recovery from insurers, incurred by the Representative in the performance or discharge and all expenses of its duties pursuant to this Section 11.13document location, except for any liability imposed by Law for gross negligence or willful misconduct duplication and shipment) (the “Representative Expenses”).collectively,

Representative. (a) The Person designated At the Effective Time, Xxxxx X. Xxxxxxxx will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Stockholders Merger, will be deemed to act have appointed and constituted the Representative as Representative shall be the their agent and true and lawful attorney-in-fact for each with the powers and authority as set forth in this Agreement. All such actions of the Stockholders Representative taken in accordance with this Section 7.16 shall be deemed to act as be facts ascertainable outside the merger agreement and shall be binding on the Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder 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); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the other agreements contemplated hereby Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of this Section 11.13the Escrow Agreement. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders and Indemnifying Founders, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder or Indemnifying Founder will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or Indemnifying Founder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or Indemnifying Founder or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Securityholder, Indemnifying Founder or the Representative will have received any notice thereof. All reasonable and documented expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with General Liability Claims will be borne and paid by the Indemnifying Securityholders according to their Aggregate Escrow Funding Percentage (the “General Representative Expenses”). All reasonable expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with Litigation Liability Claims will be borne and paid by the Indemnifying Founders according to their Unit Litigation Funding Percentage (the “Litigation Representative Expenses”). The Representative will have the right to recover General Representative Expenses from the Representative Fund as such General Representative Expenses are incurred. Following the termination of the General Escrow Claim Period, the resolution of all General Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover General Representative Expenses from the General Escrow Fund, if and only if no amounts are then remaining in the Representative Fund, prior to any distribution to the Indemnifying Securityholders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the General Representative Expenses actually incurred with respect to General Liability Claims; provided, however, that no such expenses shall be recovered from the cash then on deposit in the General Escrow Fund attributable to an Indemnifying Securityholder who does not give their prior written consent to such reimbursement. Following the termination of the Litigation Escrow Claim Period, the resolution of all Litigation Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover Litigation Representative Expenses from the Litigation Escrow Fund prior to any distribution to the Indemnifying Founders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the Litigation Representative Expenses actually incurred with respect to Litigation Liability Claims. In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses. No bond will be required of the Representative, and the Representative will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders or Indemnifying Founders, as applicable. (b) The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the authority granted preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Securityholders or Indemnifying Founders, as applicable, at their addresses last known to Parent. (c) The Representative will not be liable to any Indemnifying Securityholder or Indemnifying Founder for any act done or omitted in connection with the Representative’s services under this Section 11.13 shall Agreement or the Escrow Agreement while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be effective conclusive evidence of such good faith. The Indemnifying Securityholders and absolutely binding Indemnifying Founders, as applicable, will severally, but not jointly (based on each Stockholder notwithstanding their respective Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage, as applicable, compared to the total Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage of all of the Indemnifying Securityholders or Indemnifying Founders, respectively), indemnify the Representative from and against any contrary action and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or direction from in connection with the Representative’s execution and performance of this Agreement and the Escrow Agreement, in each case in such Stockholder. The death person’s capacity as the Representative only, and as such Representative Loss is suffered or incapacityincurred; provided, that in the event that any such Representative Loss or dissolution any portion of a Representative Loss is finally adjudicated to have been directly caused by the gross negligence or other termination of existence, of any Stockholder shall not terminate the authority and agency bad faith of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative will promptly reimburse the Indemnifying Securityholders or the Indemnifying Founders, as applicable, the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. With respect to General Liability Claims, if not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may conclusively be recovered by the Representative from (i) the funds in the Representative Fund and absolutely rely(ii) the amounts in the General Escrow Fund at such time as remaining amounts in the General Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. With respect to Litigation Liability Claims, without inquiryif not paid directly to the Representative by the Indemnifying Founders, upon any act such Representative Losses may be recovered by the Representative from the amounts in the Litigation Escrow Fund at such time as remaining amounts in the Litigation Escrow Fund would otherwise be distributable to the Indemnifying Founders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund and the Escrow Funds, this does not relieve the Indemnifying Securityholders or Indemnifying Founders, as applicable, 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 Indemnifying Securityholders, Indemnifying Founders or otherwise. The Indemnifying Securityholders and Indemnifying Founders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative as or the act termination of the Stockholderthis Agreement. (d) The Representative shall will have reasonable access to information about the Surviving Entity and its then current officers and employees, as well as the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders, Indemnifying Founders 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), provided, however, that neither Parent nor the Surviving Entity will be liable obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would violate applicable Law or any Stockholder Contract to which Parent, the Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or any rights of Parent or any Indemnified Person under the work-product doctrine or expose Parent or the Surviving Entity to risk of liability for disclosure of sensitive or personally identifiable information. The Representative will enter into a separate confidentiality agreement prior to being provided access to such information if requested by Parent. Notwithstanding anything in this Agreement to the contrary, any pre-Closing attorney-client privileged communications of the Company and its Subsidiaries that summarize, describe or refer to the Transactions or to negotiations relating to the Transactions (including all emails, correspondence, invoices, recordings and other documents or files, evidencing or reflecting communications between the Company, its Subsidiaries and their respective counsel, and all files maintained by the Company’s or any other Person of its Subsidiaries’ law firm or legal counsel ) (other than Parent the “Communications”) will not become attorney-client privileged communications of the Surviving Entity, but will instead become attorney-client privileged Communications of the Representative; provided, however, that in the case of any good faith allegation of fraud perpetrated by the Company or Merger Sub)its representatives in connection with the Transactions or negotiations relating to the Transactions, the Representative hereby agrees to waive the attorney client privilege with respect to any action taken attorney client communications received or omitted sent by any of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, XX Xxxxxxxx, Xxx Xxxxxx, Xxxxx Xxxxxxxxxxx, or Xxxxx Xxxxxxxx that would reflect Knowledge of the Company or information Known to the Company relating to such allegation. The Representative will cause all Communications stored on the Company’s servers prior to the Closing to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subpreserved. (e) The Representative shall receive reimbursement from(i) reasonably inform each Indemnifying Securityholder of all material actions taken in its capacity as the Representative with respect to all material matters arising under or with respect to this Agreement, (ii) not take any action in its capacity as the Representative that materially adversely affects the rights or obligations of any Indemnifying Securityholder in any manner materially different from the other Indemnifying Securityholders without the prior written consent of such Indemnifying Securityholder, and be indemnified from, (iii) shall not take any action in its capacity as the Escrow Account and the Indemnity Escrow Account Representative (to the extent the Representative has any funds are released therefrom authority to do so) to amend, waive or otherwise modify any provision of the Joinder Agreement with the Insight Unitholders and Accel Unitholders, the last sentence of Section 1.5(a) or Section 1.4(h) without the prior written consent of the Indemnifying Securityholder(s) party thereto or effected thereby, as the case may be. (f) By its signature to this Agreement, the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to Section 3.4(b) for payment the terms of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated by Each of the Stockholders to act Securityholders hereby irrevocably nominate, constitute and appoint Fortis Advisors, LLC as Representative shall be the exclusive agent and attorney-in-fact for each of the Stockholders to act as the Representative under this Agreement true and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed lawful attorney-in-fact of each Stockholder the Securityholders, with full power of substitution, to act in the name, place and (y) assume stead of the Securityholders for purposes of executing any documents and taking any actions that the Representative may, in his sole discretion, determine to be necessary, desirable or appropriate in all actionsmatters relating to or arising out of this Agreement, decisions the Escrow Agreement and determinations the Representative Engagement Agreement including in connection with any payment pursuant to Section 1.6 or claim for indemnification under Section 5.5 or Section 7. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative are fully authorizedin any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. Notices given Fortis Advisors LLC hereby accepts its appointment as the Representative. The Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. (b) Each of the Securityholders grants to the Representative full authority to execute, deliver, acknowledge, certify and file on behalf of the Securityholders (in accordance the name of any or all of the Securityholders or otherwise) any and all documents that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 8.1(a). Notwithstanding anything to the contrary contained in this Agreement or in any other Contract executed in connection with the provisions Transactions, each Indemnitee shall be entitled to deal exclusively with the Representative on all matters relating to Sections 1.3, 5.5 and 7 and shall be entitled to rely conclusively (without further evidence of this Agreement shall constitute notice any kind whatsoever) on any document executed or purported to be executed on behalf of any Securityholders by the Stockholders for all purposes under this AgreementRepresentative and on any other action taken or purported to be taken on behalf of any Securityholders by the Representative, as fully binding upon such Securityholder. (c) The appointment All actions taken by the Representative under this Agreement Representative or the Representative Engagement Agreement shall be binding upon each Securityholder and such Securityholder’s successors as if expressly confirmed and ratified in writing by such Securityholder, and all defenses which may be available to any Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (d) The power of attorney granted in Section 8.1(a): (i) is an agency coupled with an interest and is irrevocable irrevocable; (ii) may be delegated by the Representative; and (iii) shall survive the dissolution, death or incapacity of each of the Securityholders. (e) Securityholders with a majority in interest (determined based in accordance with their respective ownership of Shares as of immediately prior to Closing) have the right to remove the Representative at any time. If the Representative shall resign, die, become disabled or otherwise be unable to fulfill its responsibilities as agent of the Securityholders, or be removed, then a majority in interest of the Securityholders (determined based in accordance with their respective ownership of Shares as of immediately prior to the Closing) shall, within ten (10) days after such death, disability or removal, appoint a successor agent for the Securityholders and, promptly thereafter, shall notify Purchaser of the identity of such successor. Any such successor shall become the “Representative” for purposes of this Agreement. (f) Certain Securityholders 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 Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). To the maximum extent permissible by applicable law, 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 incur any liability of any kind to any Securityholder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Representative, except with respect to its own willful misconduct or gross negligence. The Representative may (i) act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Securityholder or other party and (ii) rely upon the Spreadsheet. In all questions arising under this Agreement or the transactions contemplated hereby, the Representative may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Securityholder or any other Person for anything done, omitted or suffered in good faith by the Representative pursuant based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the authority granted exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby and 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 this Section 11.13 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 Group shall be effective indemnified, defended and absolutely binding on each Stockholder notwithstanding held harmless by the Securityholders from and against any contrary action and all losses, claims, damages, liabilities, fees, costs, expenses (including reasonable legal fees and disbursements and costs and including costs incurred in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (“Representative Expense”) arising from, based upon or with respect the Representative’s execution and performance of this Agreement, the Escrow Agreement, the Representative Engagement Agreement or direction from such Stockholder. The death or incapacityany of the Transactions, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of otherwise in connection with acting as the Representative, in each case as such Representative Expense is incurred. Parent, Merger Sub and To the extent any other party to any document contemplated by this Agreement in dealing with Representative Expenses are not paid or reimbursed from the Representative may conclusively and absolutely rely, without inquiryRepresentative’s Expense Fund, upon any act payment to the Securityholders of the Escrow Amount, the Representative shall have the right to recover the Representative Expenses from such amount before any distribution to the Securityholders, or in the event there are insufficient funds, directly from the Securityholders, severally and not jointly, on a pro rata basis based on their respective Pro Rata Amount. All of the immunities and powers granted to the Representative under this Agreement shall survive the resignation or removal of the Representative as the act or any member of the StockholderAdvisory Group and the Closing and/or any termination of this Agreement. The powers, immunities and rights to indemnification granted to the Representative Group in this Agreement: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Securityholder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. (dh) To the extent the Representative receives documents, spreadsheets or other forms of information from any party and the Representative is required to deliver any such document, spreadsheet or other form of information to another party, the Representative is not responsible for the content of such materials, nor is the Representative responsible for confirming the accuracy of any information contained in such materials or reconciling the content of any such materials with any other documents, spreadsheets or other information. The Representative shall not be liable to any Stockholder Securityholder for any apportionment or distribution of payments authorized by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Securityholder to whom payment was due, but not made, shall be to recover from other Person (other than Parent Securityholders any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement; provided, however, that the foregoing recourse limitation shall not apply in any case where such error was due to fraud or Merger Sub), with respect willful misconduct by the Representative. The Representative shall be entitled to rely upon the Pro Rata Amount in the Spreadsheet when setting forth any action taken apportionment or omitted distribution of payments required to be taken made pursuant to this Agreement. (i) At the Closing, and without any act of any Securityholder, Purchaser shall deposit the Representative’s Expense Fund Amount with the Representative, to be held by the Representative and released on the instructions of the Representative for the payment of Representative Expenses incurred by the Representative in performing its role as Representative under or in connection with duties pursuant to this Agreement, unless such action the Escrow Agreement or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not Engagement Agreement. Purchaser will be liable deemed to any Stockholder in the event thathave contributed on behalf of each Securityholder, in the exercise of his, her or its reasonable judgment, Pro Rata Amount of the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made Representative’s Expense Fund Amount for retention by Parent or Merger Sub. (e) the Representative. The Representative is not providing any investment supervision, recommendations or advice and shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent have no responsibility or liability for any funds are released therefrom pursuant to Section 3.4(b) for payment loss of principal of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge Representative’s Expense Fund other than as a result of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (misconduct. The Securityholders will not receive any interest on the “Representative’s Expense Fund and assign to the Representative Expenses”)any such interest. Subject to Advisory Group approval, the Representative may contribute funds to the Representative’s Expense Fund from any consideration otherwise distributable to the Securityholders. As soon as reasonably determined by the Representative that the Representative’s Expense Fund is no longer required to be withheld, any of the Representative’s Expense Fund Amount originally deposited with the Representative at the Closing that has not been used by the Representative pursuant to the terms of this Agreement shall be released by the Representative for distribution by the Paying Agent to the Securityholders, in each case in proportion to their respective Pro Rata Amount of such remaining funds, if any. For the avoidance of doubt, the Representative’s Expense Fund Amount shall not be deemed part of the Escrow Fund and shall not be available to satisfy any indemnification or other obligations to Purchaser hereunder. None of Purchaser or any of its Affiliates shall have any liability or obligation with respect to the use of the Representative’s Expense Fund Amount by the Representative.

Representative. (a) The Person designated by the Stockholders to act as Representative Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representativerepresentative. (b) The Representative is hereby 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 of the transactions contemplated by in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorizedOptionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such StockholderStockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the StockholderStockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his, her his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders)Account, for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct 11.13 (the “Representative Expenses”).

Representative. (a) The Person designated by Each of the Stockholders to act Sellers hereby appoints Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx as Representative shall be the its, his or her exclusive agent and attorney-in-fact for each of (the Stockholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b“Representatives”) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to give and receive all payments owing notices and communications with respect to the Stockholders under provisions of this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, amend the terms of this Agreement or the other agreements contemplated herebyAgreement, (iii) to act as agree to, negotiate, enter into settlements or compromises of matters arising under the representative provisions of the Stockholders to review this Agreement, and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate take any and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments all actions necessary or appropriate in the judgment of the Representatives to be made with respect thereto, (v) to take taken on behalf of Sellers under such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement Agreement. Such agency is irrevocable and coupled with an interest; provided, however, that the Representatives shall have no authority to act on behalf of any Seller with respect to an indemnity claim under Section 7.2. Notwithstanding the foregoing, upon the death or incapacity of either Representative, or his ceasing to be an employee or independent contractor of the Company or the Surviving Corporation or any Affiliate, the remaining Representative shall be the sole Representative and shall notify the Parent of such change in writing. Notwithstanding the foregoing, upon the death or incapacity of both Representatives, or their both ceasing to be an employee or independent contractor of the Company, or the Surviving Corporation or any Affiliate the Sellers shall appoint a successor Representative and shall notify the Parent of such successor in writing. Any successor Representative must be an employee of the Company or the Surviving Corporation or any Affiliate. Notwithstanding the foregoing, no bond shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, including reasonable attorneys’ fees. Notices or communications to or from a Representative shall constitute notice to the Stockholders for all purposes under or from Sellers in respect of matters relating to this Agreement. (c) The appointment . Any decision, act, consent or instruction of the a Representative is an agency coupled with an interest shall constitute a decision, act or consent of all Sellers, and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective final, binding and absolutely binding on conclusive upon each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacitySeller, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative Parent may conclusively and absolutely rely, without inquiry, rely upon any act decision, act, consent or instruction of the a Representative as being the act decision, act, consent or instruction of the Stockholdereach and every Seller. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”).

Representative. (a) The Person designated by the Stockholders to Without any further act of any Seller, X. Xxxxxx is hereby irrevocably appointed as Representative shall be the agent and attorney-in-fact for each of the Stockholders Seller to act as the Representative initial representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.139.12 (the “Representative”). The Representative may resign upon written notice to all Sellers. The Representative may be changed or replaced by vote of a majority of Sellers (computed on the basis of their respective Pro Rata Shares) upon written notice to the Representative. The Representative will immediately inform Buyer in the event of the Representative’s removal or resignation. In the event of the resignation, death resignation or incapacity removal of the Representative, a successor Representative reasonably satisfactory to Parent Buyer shall thereafter be appointed by an instrument in writing signed by Parent Buyer and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or and all of the Stockholders Sellers (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of related to the transactions contemplated by in this Agreement and the other agreements contemplated hereby Transaction Documents to which any Seller is a party, including: (i) to receive all payments owing to the Stockholders any Seller under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders each Seller to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Buyer or any of Buyer’s Affiliates any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub Buyer shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorizedSeller. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders each Seller for all purposes under this Agreement. In all matters relating to this Agreement, the Representative will be the only party entitled to assert the rights of Sellers. The Representative will have no power or authority to bind Buyer, and Buyer will not have any Liability to any person for any act or omission by the Representative. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 9.12 shall be effective and absolutely binding on each Stockholder Seller notwithstanding any contrary action of or direction from such StockholderSeller. The death or incapacity, or dissolution or other termination of existence, of any Stockholder Seller shall not terminate the authority and agency of the Representative. Parent, Merger Sub Buyer and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act act, statement, action, representation, or decision of the Representative as being the act binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the contrary (other than communication regarding the resignation or removal of the StockholderRepresentative pursuant to this Section). (d) The Representative shall not be liable to any Stockholder Seller or to any other Person (other than Parent or Merger Sub), Buyer) with respect to any action taken or omitted to be taken by the Representative in its his role as 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 Representative, and the Representative shall not be liable to any Stockholder Seller in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubBuyer. Sellers shall be responsible to Buyer for any breach by the Representative of its obligations hereunder. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account from and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), promptly reimbursed by Sellers for any and all reasonable and documented out-of-pocket expenses, charges and liabilitiesLiabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct 9.12 (the “Representative Expenses”). In addition, the Representative shall be entitled to reimbursement from the Representative Expense Amount for the Representative Expenses.

Representative. (a) The Person designated by In order to efficiently administer the Stockholders to act transactions contemplated hereby, the Shareholders hereby designate the Representative as Representative shall be the agent and their representative, attorney-in-fact and agent for each all purposes set forth herein and hereby authorize the Representative to: (i) take all actions required or permitted by, and exercise all rights granted to, the Representative in this Agreement or the Escrow Agreement; (ii) review the Closing Statement, deliver any Objection Notice with respect thereto, and discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders Equityholders, any Objection Items or other disputes with respect to act as the Representative determination of each Closing Net Working Capital and the final determination of any adjustment to the Purchase Price pursuant to Section 1.4; (iii) take all action necessary in connection with the waiver of any condition to the obligations of the Company or the Equityholders to consummate the transactions contemplated hereby; Table of Contents (iv) discuss, negotiate, resolve and fully and finally settle on behalf of the Equityholders any claims for indemnification by any Indemnified Party pursuant to this Agreement; (v) give and receive notices and communications to or from Buyer or Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (vi) receive and accept service of legal process in connection with any claim or other proceeding against the Equityholders or the Company arising under this Agreement or the Escrow Agreement; (vii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event Escrow Agreement on behalf of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative.Equityholders; (bviii) The execute and deliver all agreements, certificates and documents required or deemed appropriate by the Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (ix) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (x) agree to and approve of modifications or amendments to this Agreement or to the Escrow Agreement, and executing and delivering agreements of such modification or amendment; (xi) take all other actions (including defending or enforcing any actions, and to make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement) necessary or appropriate in the reasonable judgment of the Representative in connection with any transaction contemplated hereunder or for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. (b) Shareholder Representative Services LLC hereby accepts its appointment as the initial Representative. (c) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Equityholders and shall be final, binding and conclusive upon each such Equityholder; and Buyer, Parent, each Indemnified Party and the other agreements contemplated Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, Table of Contents 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 Equityholder. Buyer, Parent, each Indemnified Party and the Escrow Agent are hereby including: relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative. (d) The Shareholders hereby agree that: (i) to receive all payments owing to no Shareholder shall have any cause of action against the Stockholders Representative for any action taken or not taken, any decision made or any instruction given or not given by the Representative under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements and instruments contemplated hereby and thereby, except for causes of action for fraud by the Representative or the Representative’s gross negligence or willful misconduct; (ii) remedies available at Law for any breach of the provisions of this Section 1.5 are inadequate; therefore, the Buyer and Parent shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer or Parent brings an action to enforce the provisions of this Section 1.5; and (iii) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of the Buyer, Parent, the Representative, and each Shareholder, and any references in this AgreementAgreement to a Shareholder or the Shareholders shall mean and include the successors to the Shareholders’ rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise. (e) The Shareholders, Buyer and Parent acknowledge and agree that the Representative can be removed and/or replaced (including following its resignation) upon the affirmative written consent of (i) Shareholders holding prior to Closing a majority of interest of the Ordinary Shares and (ii) Shareholders holding prior to Closing a majority of interest of the Preferred Shares. Upon the due removal and/or replacement of the Representative, Buyer or Parent and the newly appointed Representative shall provide prompt written notice to the Escrow Agent concerning such replacement. The Representative may resign at any time, upon 20 days prior written notice in the event of circumstances rendering it impracticable for the Representative to continue to effectively serve, including amendments increasing the Representative’s responsibilities without its consent or failure to pay amounts due to the Representative. (f) At the Closing, pursuant to Section 1.2(h), certificatesthe Paying Agent shall cause to be deposited with the Representative $250,000 (the “Representative Expense Fund”), receiptswhich shall be withheld from the consideration otherwise payable at Closing to each Equityholder in accordance with Section 1.2 and the Representative Fund allocation per Equityholder set forth in the Closing Payment Schedule. The Representative Expense Fund shall be used by the Table of Contents Representative for the payment of third party expenses incurred by it in performing its duties in accordance with this Section 1.5 and any other agreement entered into between the Representative and all or part of the Equityholders. The Representative will hold these funds separate from its corporate funds, consents, elections, instructions will not use these funds for its operating expenses or any other corporate purposes and other documents contemplated by, or deemed will not voluntarily make these funds available to its creditors in the event of bankruptcy. The amounts deposited in the Representative Expense Fund shall be available for the payment of all fees and expenses reasonably incurred by the Representative in performing its duties under this Agreement and any agreements ancillary hereto; provided that any portion of the Representative Expense Fund not ultimately required for the payment of such fees and expenses shall be delivered by the Representative to be necessary or desirable in connection withthe Paying Agent, this Agreement, following the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations completion of the Representative are fully authorized. Notices given Representative’s responsibilities, for further distribution to the Representative each Equityholder in accordance with the provisions of this Agreement Section 1.2(h). For Tax purposes, the Representative Expense Fund shall constitute notice be treated as having been distributed to and received by the Equityholders at Closing, in proportion to the Stockholders for all purposes under this Agreementamounts to be distributed to each Equityholder as set forth in the Closing Payment Schedule (i.e., on an as-if distributed in full basis). (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (dg) The Representative shall not be liable to any Stockholder or to Indemnifying Party for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by the Representative hereunder or under any agreements ancillary hereto while acting in its role as 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 Representative, good faith and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for without gross negligence or willful misconduct (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). 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 ExpensesLosses”)) 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, willful misconduct or fraud of the Representative, the Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, willful misconduct or fraud. If not paid directly to the Representative by the Equityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Expense Fund and (ii) the amounts in the Escrow Fund at such time as remaining 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 of the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this Section 1.5. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.

Representative. (a) The Person designated by the Stockholders to act as Representative shall be the agent and attorney-in-fact for each of the Stockholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be have irrevocably appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-representative, agent, proxy, and attorney in fact of each Stockholder and (y) assume that for all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. Agreement including the full power and authority to act on the Stockholders’ behalf: (ci) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including pursuant to Section 4.2); (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including pursuant to Section 4.2); (iii) to receive and disburse to the Stockholders any funds received on behalf of the Stockholders under this Agreement or otherwise; (iv) to withhold any amounts received on behalf of the Stockholders to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Stockholders or the Representative in the performance of their duties hereunder; (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 the Stockholders); and (vi) to take all other actions to be taken by or on behalf of the Stockholders in connection with this Agreement (including pursuant to Section 3.4) and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The appointment agency and proxy granted by the Stockholders are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Stockholder. All decisions and actions by the Representative shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. The power of attorney granted by each Stockholder to the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate or otherwise be affected by the authority and agency death, disability, incompetence, bankruptcy or insolvency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (db) The Representative shall not be liable hereby represents and warrants to any Stockholder or to any other Person (other than Parent or and Merger Sub), with respect to any action taken or omitted to be taken Sub that the appointment of the Representative by the Representative in its role as Representative under or in connection with this AgreementStockholders and the authority to act on the Stockholders’ behalf pursuant to Section 11.10(a): has been duly and validly authorized by all requisite action, unless such action or omission results from or arises out of willful misconduct or gross negligence and no other proceedings on the part of the RepresentativeRepresentative or the Stockholders is necessary to authorize such appointment or action, and (b) will not: (i) conflict with or violate the Representative shall not be liable governing documents of the Representative; (ii) conflict with or violate any Law applicable to the Representative; or (iii) conflict with, result in any Stockholder in breach of, give rise to a right of termination, cause the forfeiture of any right, constitute a default (or an event that, in with notice or lapse of time or both, would become a default) under, require any notice or consent of any Person pursuant to, or otherwise violate any Contract binding upon the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubRepresentative. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”).

Representative. (a) The Person designated Effective upon and by virtue of the Stockholders to Stockholder Approval and the consummation of the Merger, and without any further act as Representative shall be the agent and attorney-in-fact for each of any of the Stockholders to act or Optionholders, the Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Stockholders and Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance with connection herewith; (ii) to 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 to the Closing Merger Consideration contemplated by Section 2.03 and claims for indemnification under Article X); (iii) subject to the terms of this Agreement, to receive and disburse to, or caused to be received or disbursed to, any Stockholder or Optionholder any funds received on behalf of such Stockholder or Optionholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise; (iv) to withhold any amounts received on behalf of any Stockholder or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Stockholders and Optionholders) any and all obligations or Liabilities of any Stockholder, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the adjustment to the Closing Merger Consideration contemplated by Section 11.132.03 or the indemnification of the Purchaser Indemnified Parties under Article X); (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 Stockholder or Optionholder); and (vi) to take all other actions to be taken by or on behalf of any Stockholder or Optionholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. In Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of each Stockholder and Optionholder. All decisions and actions made or taken by the Representative will be binding upon each Stockholder and Optionholder, and no Stockholder or Optionholder will have the right to object, dissent, protest or otherwise contest the same. The Representative will have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations will be determined solely by the express provisions of this Agreement. (a) Effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders or Optionholders, the Representative and its Non-Recourse Parties will be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Allocation Percentage), and not jointly, against 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 expenses of document location, duplication and shipment) (collectively, the “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 and incurred; provided, that in the event of that any Representative Loss is finally adjudicated to have been directly caused by the resignation, death gross negligence or incapacity willful misconduct of the Representative, a successor the Representative reasonably satisfactory will reimburse the Stockholders and Optionholders the amount of such indemnified Representative Loss to Parent the extent attributable to such gross negligence or willful misconduct. Any such Representative Losses shall thereafter (i) first, be appointed recovered by an instrument the Representative from the Representative Holdback Amount and (ii) second, be recovered by the Representative from the escrow amounts held pursuant to the Escrow Agreement, but solely at such time and to the extent any remaining amounts are otherwise required to be distributed to the Stockholders and Optionholders; provided, that while this Section 12.14(b) requires the Representative to be paid first from the Representative Holdback Amount and second from the escrow amounts held pursuant to the Escrow Agreement that are required to be distributed to the Stockholders and Optionholders, this Section 12.14(b) does not relieve the Stockholders and Optionholders from their obligation to promptly pay the amount of such Representative Losses in writing signed by Parent excess of the amount actually recovered (or available to be recovered) from the Representative Holdback Amount and escrow amounts held pursuant to the Escrow Agreement that are required to be distributed to the Stockholders and Optionholders as they are suffered or incurred, nor does this Section 12.14(b) prevent the Representative from seeking any remedies available to it at law or otherwise in respect of such successor Representativeexcess amounts. In no event will the Representative be required to advance its own funds on behalf of the Stockholders and Optionholders or otherwise. The Stockholders and Optionholders acknowledge and agree that the foregoing indemnities will survive the resignation of or removal of the Representative or the termination of this Agreement. (b) The Neither the Representative is hereby authorized and empowered nor any of its Non-Recourse Parties will incur any Liability to act for, and on behalf of, any Stockholder or all Optionholder by virtue of the Stockholders (with full power failure or refusal of substitution in the premises) in connection with such matters as are reasonably necessary Representative or any of its Non-Recourse Parties for the consummation of any reason to consummate the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing or relating to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative performance of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted duties hereunder and to authorize payments to be made with respect theretounder any agreement ancillary hereto, (v) to take such further except for actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreementomissions constituting Fraud. (c) The appointment Representative Holdback Amount will be held by the Representative and used for the purpose of paying directly, or reimbursing the Representative for, any third party expenses pursuant to this Agreement and any agreements ancillary hereto. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Stockholders and Optionholders will not receive any interest or earnings on the Representative Holdback Amount and each irrevocably transfers and assigns to the Representative any ownership right that he, she or it may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative is an agency coupled Holdback Amount other than as a result of its gross negligence or willful misconduct. Contemporaneous with an interest and is irrevocable and any action taken by or soon as practicable following the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency completion of the Representative. Parent’s duties, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act will deliver the balance of the Representative Holdback Amount to the Paying Agent for further distribution to the Stockholders and Optionholders based on their respective Allocation Percentage. For tax purposes, the Representative Holdback Amount will be treated as having been received and voluntarily set aside by the act Stockholders and Optionholders at the time of the StockholderClosing. (d) The Notwithstanding anything to the contrary set forth herein, the Representative shall and its Affiliates will not be liable for any Loss to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to Optionholder for any action taken or omitted to be not taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action for any act or omission results from taken or arises out of willful misconduct not taken in reliance upon the actions taken or gross negligence on not taken or decisions, communications or writings made, given or executed by the part of Purchaser or the Representative, and Merger Sub or the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubSurviving Corporation. (e) The Representative shall receive reimbursement fromExcept as may have been expressly and specifically agreed to in writing by a Stockholder or Optionholder, on the one hand, and Xxxxxx & Xxxxxxxxx LLP (“BT LLP”), on the other hand: (i) BT LLP has not and is not representing, and will not be indemnified fromdeemed to have represented any Stockholder or Optionholder in connection with the transactions contemplated hereby; and (ii) BT LLP has not and is not providing any advice or counsel (including legal advice or counsel), and will not be deemed to have provided counsel or advice, to any Stockholder or Optionholder in connection with the Escrow Account transactions contemplated hereby. Each Stockholder and Optionholder agrees that BT LLP may represent the Indemnity Escrow Account (Representative and its Affiliates in any matter related to the extent transaction completed hereby including matters which maybe adverse to such Stockholders or Optionholders and, in furtherance thereof, each Stockholder and Optionholder consents to, and waives, without limitation, restriction or condition of any funds are released therefrom pursuant kind, any actual or potential conflict or other actual or potential objection with respect to Section 3.4(b) for payment BT LLP’s representation of the Per Share Indemnity Escrow Release Amount Representative and its Affiliates in any matter related to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)transaction completed hereby.

Representative. (a) The Person designated by Representative is hereby irrevocably appointed as the Stockholders to act as Representative shall be the agent representative, agent, proxy, and attorney-in-fact for each of all the Stockholders Company Securityholders for all purposes under this Agreement including the full power and authority on the Company Securityholders’ behalf: (i) to act as consummate the Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Company Securityholders any funds received on behalf of the Company Securityholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Company Securityholders pursuant to this Agreement, including the Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Company Securityholders or the Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, designate or engage a paying agent to distribute funds (including, the Closing Date Cash Merger Consideration, the Adjustment Amount payable in accordance with Section 3.6 (Post-Closing Merger Consideration Adjustment and Payments), the terms of this Section 11.13. In the event determination and distribution of the resignationPerformance Transaction Bonus payable as provided for herein, death and funds from the Escrow Account and the Representative Holdback Amount), make or incapacity direct payments of funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to Parent of cash from the Escrow Account in satisfaction of claims asserted by Parent, and object to any claims by any Person against the Escrow Account, (vi) 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 the Company Securityholders) and (vii) to take all other actions to be taken by or on behalf of the Company Securityholders in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Company Securityholders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company Securityholder. All decisions and actions by the Representative shall be binding upon all of the Company Securityholders and no Company Securityholder shall have the right to object, dissent, protest or otherwise contest the same. If an allocation is not otherwise provided for in this Agreement, the Representative shall distribute funds to the Company Securityholders in accordance with their respective Pro Rata Share. Parent may conclusively rely, without independent verification or investigation, upon any such decision or action of the Representative as being the binding decision or action of every Company Securityholder, and Parent shall not be liable to any Company Securityholder or any other Persons for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any such decision or action of the Representative. The Representative shall act by a majority in interest of Oak Hill Capital Partners III, a successor L.P. and Oak Hill Capital Management Partners III, L.P. The Representative reasonably satisfactory shall have no duties or obligations to Parent shall thereafter be appointed by an instrument the Company Securityholders hereunder, except as expressly set forth in writing signed by Parent and such successor Representativethis Agreement. (b) The By the approval of this Agreement, each Company Securityholder hereby severally, for itself only and not jointly and up to its Pro Rata Share, agrees to indemnify and hold harmless the Representative is hereby authorized and empowered to act forits partners, managers, officers, agents and on behalf ofother representatives against all expenses (including reasonable attorneys’ fees), any or all of the Stockholders (with full power of substitution in the premises) judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such matters as are reasonably necessary for the consummation other Person is made a party by reason of the transactions contemplated by this Agreement and fact that it is or was acting as the other agreements contemplated hereby including: (i) to receive all payments owing Representative pursuant to the Stockholders under terms of this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act than as the representative a result of the Stockholders to review and authorize all claims and disputes Representative’s bad faith or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreementwillful misconduct. (c) The appointment Neither the Representative nor any of its members, managers, officers, agents or other representatives shall incur any liability to any Company Securityholder by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting bad faith or willful misconduct. The Representative is an agency coupled with an interest and is irrevocable its members, managers, officers, agents and other representatives and their respective Affiliates shall have no liability in respect of any Proceeding brought against such Persons by any Company Securityholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, unless such Persons took or omitted taking any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action bad faith or as result of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholderwillful misconduct. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub)have the right, with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreementsole discretion, unless such action or omission results to recover from or arises out of willful misconduct or gross negligence on the part of any amounts withheld by the Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgmentincluding without limitation, the Representative believes there Holdback Amount, its reasonable out-of-pocket expenses incurred in the performance of its duties hereunder (the “Charges”). In the event such amounts are insufficient to satisfy the Charges, then the Representative may direct the Escrow Agent to pay to the Representative such deficit from the Escrow Amount. In event the Escrow Amount is insufficient to satisfy such deficit, each Company Securityholder will be obligated to pay any remaining unpaid amounts to the Representative on a several, and not be adequate resources available joint, basis, up to cover potential costs and expenses to contest a claim made by Parent or Merger Subeach such Company Securityholder’s Pro Rata Share. (e) The In furtherance of, and without limiting any rights of the Representative set forth in, Sections 10.15(a)(iv), 10.15(a)(v) and 10.15(d), the Representative shall receive reimbursement from, and be indemnified from, have the Escrow Account right and the Indemnity Escrow Account Company Securityholders hereby authorize the Representative, to withhold from the Closing Date Merger Consideration the Representative Holdback Amount (to in connection with the extent any funds are released therefrom pursuant to Section 3.4(b) for payment allocation and distribution of the Per Share Indemnity Escrow Release Amount Closing Date Merger Consideration in accordance with Article III (Merger Consideration; Conversion of Securities; Exchange of Certificates)) to satisfy potential future obligations of the Stockholders), for any Company Securityholders and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, expenses incurred by the Representative in connection with performing its obligations under this Agreement and the performance Escrow Agreement. The Representative Holdback Amount shall be retained by the Representative until such time as the Representative shall determine, and, subject to the terms of this Agreement, the balance of the Representative Holdback Amount, if any, shall be delivered by the Representative or discharge a paying agent designated by the Representative to the Company Securityholders as if such amounts were being distributed pursuant to Section 3.7(a)(i) (Positive Adjustment Amount). The Company Securityholders will not receive any interest or earnings on the Representative Holdback Amount 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 Holdback Amount other than as a result of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence bad faith or willful misconduct misconduct. The Representative Holdback Amount shall be held in an FDIC-insured account or accounts at a nationally recognized financial institution. (f) In the “event that the Representative Expenses”)becomes unable or unwilling to continue in its capacity as Representative, or if the Representative resigns as the Representative, a majority-in-interest of the Company Securityholders 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 a majority-in-interest of the Company Securityholders must be delivered to Parent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent.

Representative. (a) The Person designated Effective upon and by virtue of the Stockholders to Stockholder Approval, and without any further act as Representative shall be the agent and attorney-in-fact for each of any of the Stockholders to act or Optionholders, the Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Stockholders and Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to 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 Allocable Amount contemplated by Section 3.03 and claims for indemnification under Article XI), (iii) to receive and disburse to, or caused to be received or disbursed to, any Stockholder or Optionholder any funds received on behalf of such Stockholder or Optionholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Stockholder or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Stockholders and Optionholders) any and all obligations or liabilities of any Stockholder, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the terms adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser 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 Stockholder or Optionholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Stockholder or Optionholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Stockholder and Optionholder. All decisions and actions by the Representative shall be binding upon each Stockholder and Optionholder, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) Effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders or Optionholders, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Indemnity Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Stockholders and Optionholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Stockholder or otherwise). (c) Neither the Representative nor any of its Non-Recourse Parties shall incur any liability to any Stockholder or Optionholder by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting Fraud. The Representative is and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Stockholder or Optionholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Stockholders and Optionholders) in connection with any obligation or liability of a Stockholder or Optionholder in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI), any such payments and empowered to act forthe reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Indemnity Allocation Percentage), and on behalf ofnot jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated funds received or held by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative it on behalf of the Stockholders to review and authorize all claims and disputes or question Optionholders (including, for the accuracy thereofavoidance of doubt, (ivany portion of the Merger Consideration) to negotiate and compromise on their behalf with Parent one or more Stockholders or Optionholders at any claims asserted hereunder and to authorize payments to time after the date hereof, which such distribution(s) of funds may be made with respect thereto, different (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(botherwise) for payment each Stockholder and Optionholder. Upon full reimbursement of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilitiescosts, including attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to this Section 11.13be distributed, all remaining funds held by it on behalf of the Stockholders and Optionholders to the Stockholders and Optionholders; provided, that to ensure compliance with Treasury Regulation §1.409A-3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that the Stockholders may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). (e) Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be liable for any Loss to any Stockholder or Optionholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Corporation. (f) Except as may have been expressly and specifically agreed to in writing by a Stockholder or Optionholder, on the one hand, and Xxxxxxxx & Xxxxx LLP (“K&E LLP”), on the other hand, and except for the Representative (i) K&E LLP has not and is not representing, and shall not be deemed to have represented any liability imposed by Law for gross negligence Stockholder or willful misconduct Optionholder in connection with the transactions contemplated hereby, and (ii) K&E LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Stockholder or Optionholder in connection with the “transactions contemplated hereby. Each Stockholder and Optionholder agrees that K&E LLP may represent the Representative Expenses”)in any matter related to the transaction completed hereby including matters which maybe adverse to such Stockholders or Optionholders and, in furtherance thereof, each Stockholder and Optionholder consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to K&E LLP’s representation of the Representative in any matter related to the transaction completed hereby.

Representative. (a) The Person designated by By the Stockholders approval of this Agreement pursuant to act Delaware Law, the Sellers hereby irrevocably constitute and appoint the Representative as Representative shall be the agent representative, agent, proxy, and attorney-in-fact for each of the Stockholders to act as the Representative Sellers for all purposes authorized under this Agreement and Agreement, including the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in and authority on the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby includingSellers’ behalf: (i) to receive all payments owing to consummate the Stockholders transactions contemplated under this Agreement, including the execution and delivery of this Agreement, the Purchase Price Adjustment Escrow Agreement, the Indemnity Escrow Agreement, the Rollover Agreements and the other instruments and documents contemplated hereby and thereby (collectively with the Letter of Transmittal, the “Transaction Documents”), (ii) to terminatereceive and forward notices and communications pursuant to this Agreement; (iii) subject to Section 12.08, amendto execute and deliver any amendment or waiver to the Transaction Documents (without the prior approval of the Sellers), waive (iv) (A) to dispute or refrain from disputing, on behalf of each Seller relative to any provision of, or abandon, amounts to be received by such Seller under this Agreement or any agreements contemplated hereby, any claim made by the Purchaser under this Agreement or other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (ivB) to negotiate and compromise compromise, on their behalf with Parent of each such Seller, any claims asserted hereunder dispute that may arise under, and exercise or refrain from exercising any remedies available under, the Transaction Documents, and (C) to authorize payments to be made execute, on behalf of each such Seller, any settlement agreement, release or other document with respect theretoto such dispute or remedy; except in each case with respect to a dispute between a Seller on the one hand and the Representative (or any Affiliate of the Representative) on the other hand, (v) following notice to and consultation with Teachers, to engage attorneys, accountants or consultants on behalf of such Sellers in connection with the Transaction Documents and paying any fees, costs and expenses related thereto (including by using funds from the Representative Holdback Amount), (vi) to retain the Representative Holdback Amount and pay amounts therefrom in accordance with this Agreement, and (vii) to take such further all other actions as are authorized which may be necessary, convenient or appropriate to be taken on behalf of the Sellers in connection with the Transaction Documents; provided that, notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Representative shall have no right, power or authority (1) to take any action otherwise permitted hereunder in connection with any Transaction Document unless Teachers will receive the same rights and benefits (including consideration and any fees) on a pro rata basis and have no more obligations in respect of its Company Stock or Investment Preferred Stock than any other Seller or (2) act on behalf of Teachers with respect to any right of Teachers specified in this Agreement or any other Transaction Document, including under Sections 12.01 (Press Release and Communications), 12.02 (Expenses), 12.03 (Notices), 12.04 (Assignment), 12.08 (Amendment and Waiver), 12.10 (Third-Party Beneficiaries), 12.15 (Representation of the Company and the other agreements contemplated hereby, Representative) and (vi) in general, do this Section 12.16. The Representative shall send a copy of all things notices and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by written communications the Representative sends pursuant to be necessary Section 12.03 (Notices) of this Agreement or desirable in connection withany other Transaction Documents simultaneously to Teachers. In addition, this Agreementsuch agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the agency and power of attorney conferred by this Section 12.16 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other agreements contemplated hereby and legal representative of such Former Seller (each a “Successor Seller”) confirms the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat of the Representative as the duly appointed agent and attorney-in-fact for such Successor Seller. In addition, if the agency and power of each Stockholder attorney conferred by this Section 12.16 is revoked by operation of law and (y) assume that all actions, decisions and determinations of thereafter not reconfirmed by the Representative are fully authorized. Notices given Successor Seller prior to the Representative in accordance with Closing, such revocation shall not be deemed a breach by the Successor Seller of any of the provisions of this Agreement provided that the Shares held by such Successor Seller are delivered for transfer to Purchaser at the Closing duly endorsed for transfer or accompanied by stock powers duly endorsed for transfer, and further provided that such Successor Seller executes and delivers such other certificates, documents or instruments that would have been delivered on its behalf by the Representative had such Successor Seller reconfirmed the agency and power of attorney conferred by this Section 12.16. All decisions and actions by the Representative taken in accordance with this Agreement shall constitute notice be binding upon all of the Sellers, and no Seller shall have the right to object to, dissent from, protest or otherwise contest such decisions and actions. The Representative shall have no duties or obligations hereunder except those forth herein and such duties and obligations shall be determined solely by the Stockholders for all purposes under express provisions of this Agreement. (cb) The appointment of Each Seller hereby severally (based on each Seller’s Common Percentage), for itself only and not jointly, agrees to indemnify and hold harmless the Representative against all fees, costs and expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by the Representative in connection with any Action to which the Representative is an agency coupled with an interest and made a party by reason of the fact it is irrevocable and any action taken by or was acting as the Representative pursuant to the authority granted terms of this Agreement provided that the Representative acted in good faith and in accordance with the Standard. (c) All acts of the Representative hereunder taken in accordance with this Section 11.13 Agreement in its capacity as such shall be effective deemed to be acts on behalf of the Sellers and absolutely binding on each Stockholder notwithstanding any contrary action not of or direction from such Stockholderthe Representative individually. The death or incapacityRepresentative shall exercise the care, or dissolution or other termination diligence and skill that a person of existenceordinary prudence would exercise in performing its services hereunder, of any Stockholder shall not terminate applying all relevant knowledge and skill that the authority and agency Representative possesses or, by reason of the Representative’s profession, business or calling, would reasonably be expected to possess (the “Standard”). Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or the Purchaser, the Merger Sub), or the Sellers in its capacity as Representative for any liability of a Seller or otherwise or for any error of judgment, any act done or step taken or for any mistake in fact or at law, in each case to the extent taken or omitted by it in good faith and in accordance with the Standard. The Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in its capacity as Representative to the Purchaser, the Merger Sub, the Surviving Corporation, the Company or the Sellers and shall be fully protected with respect to any action taken or omitted to be taken by in good faith in accordance with the Representative advice of such counsel and the Standard or, with respect to the Purchaser, the Merger Sub and the Surviving Corporation, for anything which it may do or refrain from doing in its role as Representative under or good faith and in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part . Without limiting any of the Representativeother provisions of Section 12.16, and the Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Seller, except in respect of amounts received on behalf of the Sellers. (d) Upon the Survival Period Termination Date, if there are no open claims to be liable resolved with respect to any Stockholder the Purchase Price Adjustments as set forth in Section 2.05 (Purchase Price Adjustments), and no amount is payable from the event that, in the exercise of his, her or its reasonable judgmentIndemnity Escrow Amount pursuant to Section 10.03 (Tax Indemnification), the Representative believes will within five (5) Business Days of such date obtain reimbursement for any outstanding Representative Expenses for which it is due reimbursement under this Agreement and for which it has not been reimbursed prior to such time and distribute any remaining portion of the Representative Holdback Amount to the Sellers on a pro rata basis according to each Seller’s Common Percentage, it being understood and agreed that such distribution(s) shall be the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to ensure that such distribution is, or distributions are, made. If there are open claims that remain unresolved with respect to the Purchase Price Adjustments as set forth in Section 2.05 (Purchase Price Adjustments) or an amount is payable from the Indemnity Escrow Amount pursuant to Section 10.03 (Tax Indemnification), the Representative will within five (5) Business Days after the date of resolution of such claims obtain reimbursement for any outstanding Representative Expenses for which it is due reimbursement pursuant to this Agreement and for which it has not been reimbursed prior to such time and distribute any remaining portion of the Representative Holdback Amount to the Sellers on a pro rata basis according to each Seller’s Common Percentage, it being understood and agreed that such distribution(s) shall be adequate resources available the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to cover potential costs and expenses to contest a claim made by Parent ensure that such distribution is, or Merger Subdistributions are, made. (e) The Purchaser and the Merger Sub are entitled to rely on the acts and agreements of the Representative as the acts and agreements of the Sellers. (f) Where any payments to be made under this Agreement are to be delivered by the Purchaser or the Escrow Agent, as the case may be, to the Sellers, such payments shall be made directly to the Sellers on a pro rata basis according to each Seller’s Common Percentage, except as provided in this Section 12.16. If and only if the Representative Holdback Amount falls below $500,000, the Representative may instruct the Purchaser or the Escrow Agent, as the case may be, when making any payments to the Sellers, to direct to the Representative sufficient funds from such payments to the Sellers to increase the aggregate Representative Holdback Amount to (but not in excess of) $1,000,000 after deducting any Representative Expenses then due. Such payment to the Representative shall receive reimbursement frombe deducted from the funds otherwise being directed to the Sellers, and allocated among the Sellers on a pro rata basis according to each Seller’s Common Percentage, and shall be indemnified from, held in the Escrow Representative Account and shall be used only to pay Representative Expenses or to reimburse the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) Representative for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred Representative Expenses paid by the Representative in the performance or discharge of its duties pursuant to accordance with this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated by Each of the Stockholders to act Indemnifying Parties hereby irrevocably and unconditionally appoints, effective as of the date of this Agreement, the Representative shall be the as its agent and attorney-in-fact for each of the Stockholders to act fact, as the Representative under for and on behalf of the Indemnifying Parties to, after the Closing: (i) execute, as Representative, this Agreement, the Paying Agent Agreement and the Escrow Agreement; (ii) give and receive notices, instructions, and communications permitted or required under this Agreement, or the Paying Agent Agreement or the Escrow Agreement, for and on behalf of any Indemnifying Party, to or from Buyer (on behalf of itself or any other agreements Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Party individually); (iii) authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims for indemnifiable Losses by such Indemnified Party pursuant to Section 9.2(a) or Section 9.2(b), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and consent or agree to arbitration and comply with orders of courts and awards of arbitrators with respect to such claims for indemnifiable Losses; (iv) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and consent or agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims for indemnifiable Losses, resolve any such claims for indemnifiable Losses, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by court, arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement; (v) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties; (vi) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Parties after the Closing in accordance with the terms of this Section 11.13. In hereof and in the event of manner provided herein; and (vii) take all actions necessary or appropriate in the resignation, death or incapacity judgment of the Representative, including with respect to any adjustment pursuant to Section 2.6; in each case without having to seek or obtain the consent of any Person under any circumstance; provided, however, that the Representative shall not have the authority to agree to the resolution or settlement of any claim: (i) that involves any obligation, restriction or agreement other than the payment of monetary damages out of the Escrow Fund, (ii) in a successor manner that improperly discriminates between or among the Indemnifying Parties (excluding, for the avoidance of doubt, discrimination between or among Indemnifying Parties solely on the basis of the respective number of Company Securities held by each Indemnifying Party or their respective Pro Rata Share); (iii) as to any matter insofar as such matter relates solely and exclusively to a single Indemnifying Party, whereupon the Representative reasonably satisfactory may appoint the Indemnifying Party who is alleged to Parent be in breach to handle all matters related to such indemnification claim on behalf of the Representative, and all references to the Representative in such event shall thereafter include also such Indemnifying Party; or (iv) that would or could result in an increase of any Indemnifying Party’s indemnity or other obligations or liabilities under this Agreement (including, for the avoidance of doubt, any change to the nature of the indemnity obligations), without (in each case) the prior written consent of the Advisory Committee (as defined below). The Representative may be appointed changed by an instrument the Company Securityholders from time to time upon not less than 30 days prior written notice to Xxxxx; provided, however, that the Representative may not be removed unless the Company Securityholders holding least a majority of the interest of the Escrow Fund agree in writing signed to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by Parent the Company Securityholders holding a majority in interest of the Escrow Fund. Notices or communications to or from the Representative after the Closing shall constitute notice to or from the Indemnifying Parties. Each of the Escrow Agent and Buyer is hereby relieved from any liability to any person for any acts done by them in accordance with such successor Representativedecision, act, consent or instruction of the Representative within its authority described above. (b) The All expenses, if any, incurred by the Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters the performance of its duties as are reasonably necessary for the consummation Representative will be borne and paid by the Indemnifying Parties according to their respective Pro Rata Share, which in the first instance shall be paid from the Representative Expense Amount and, if any amount of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) Escrow Fund is to receive all payments owing be returned to the Stockholders under this AgreementIndemnifying Parties, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative shall have the right to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on recover any such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreementexpenses from such Escrow Funds. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to Indemnifying Party for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to hereunder or under the Escrow Agreement and Paying Agent Agreement while acting in good faith and any act done or omitted in accordance with the advice of counsel or other Expert (as defined in the Engagement Agreement between the Representative and the Advisory Committee) shall be taken conclusive evidence of such good faith. The Indemnifying Parties shall jointly and severally indemnify the Representative, defend and hold the Representative harmless from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel) (collectively, “Representative Losses”) actually incurred by the Representative in its role as Representative under Representative, arising out of or in connection with this Agreement, unless such action the acceptance or omission results from or arises out of willful misconduct or gross negligence on the part administration of the Representative’s duties hereunder or under the Escrow Agreement or Paying Agent Agreement, and the in each case as such Representative shall not be liable to any Stockholder Loss is suffered or incurred; except in the event that, in the exercise of his, her or its reasonable judgment, the that any such Representative believes there will not be adequate resources available Loss is finally adjudicated to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred have been directly caused by the Representative in the performance or discharge of its duties pursuant to this Section 11.13fraud, except for any liability imposed by Law for bad faith, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Indemnifying Parties the amount of such indemnified Representative Loss to the extent attributable to such fraud, bad faith, gross negligence or willful misconduct. If not paid directly to the Representative by the Indemnifying Parties, any such Representative Losses may be recovered by the Representative from (i) the “funds in the Shareholders’ Representative Expenses”)Fund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties; provided, that while this section allows the Representative to be paid from the Shareholders’ Representative Fund and the Escrow Fund, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Xxxxxx 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 Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement.

Representative. (a) The Person designated By the approval of this Agreement pursuant to Delaware Law (or otherwise) and effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders, and by execution of Option Cancellation Agreements by each of the Optionholders with respect to each such Optionholder, the Stockholders to act and Optionholders hereby irrevocably appoint the Representative as Representative shall be the agent representative, agent, proxy, and attorney-in-fact for each of all the Stockholders and Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to act as consummate the Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Stockholders and Optionholders (subject to Section 13.13(f) below) any funds received on behalf of the Stockholders and Optionholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Stockholders and Optionholders pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Stockholders, Optionholders or the Representative in the performance of their duties hereunder, (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 the Stockholders or Optionholders) and (vi) to take all other actions to be taken by or on behalf of the Stockholders and Optionholders in connection with this Agreement and the terms other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders and Optionholders, by approving this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Stockholder or Optionholder. All decisions and actions by the Representative shall be binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) The By the approval of this Agreement pursuant to Delaware Law (or otherwise), each Stockholder and Optionholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative is hereby authorized and empowered to act forits members, managers, officers, agents and on behalf ofother representatives against all expenses (including reasonable attorneys’ fees), any or all of the Stockholders (with full power of substitution in the premises) judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such matters as are reasonably necessary for the consummation other Person is made a party by reason of the transactions contemplated by this Agreement and fact that it is or was acting as the other agreements contemplated hereby including: (i) to receive all payments owing Representative pursuant to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative terms of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment Neither the Representative nor any of its members, managers, officers, agents or other representatives shall incur any liability to any Stockholder or Optionholder by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting intentional and knowing fraud. The Representative is an agency coupled with an interest and is irrevocable its members, managers, officers, agents and other representatives shall have no liability in respect of any action, claim or proceeding brought against such Persons by any Stockholder or Optionholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if such Persons took or omitted taking any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholdergood faith. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out Upon final resolution of willful misconduct or gross negligence on the part all indemnification obligations and full reimbursement of the Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilitiescosts, including attorneys’ feesobligations, or liabilities incurred by the Representative in the performance or discharge of its duties hereunder, the Representative shall distribute all remaining funds held by it on behalf of the Stockholders and Optionholders to the Stockholders and Optionholders, it being understood and agreed that such distribution(s) shall be the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to ensure that such distribution is, or distributions are, made. (e) The parties hereto agree that the fact that Xxxxxxxx & Xxxxx LLP may have represented the Company prior to Closing shall not prevent Xxxxxxxx & Xxxxx LLP from representing the Stockholders (including the Representative) or the Optionholders in connection with any matters involving, including any disputes with, any of the parties hereto after Closing. (f) Notwithstanding any provision to the contrary, the Representative may pay to the Surviving Corporation or authorize payment to the Surviving Corporation of any amounts to be paid to or on behalf of the Optionholders pursuant to this Agreement or their respective Option Cancellation Agreements, which amounts shall be paid by Purchaser and the Surviving Corporation as set forth in Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)2.04 above.

Representative. (a) The Person designated by Effective upon the Stockholders to execution of this Agreement, and without any further act as of any Seller, Optionholder or Phantom Award Recipient, the Representative shall be the agent and attorney-in-fact for each of the Stockholders to act is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all Sellers, Optionholders and Phantom Award Recipients for all purposes under this Agreement including the full power and authority on the Sellers', Optionholders' and Phantom Award Recipients' behalf, as applicable: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to 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 the Closing Cash Proceeds contemplated by Section 2.04 or the indemnification provided pursuant to Section 11.03 and Annex I), (iii) to receive and disburse to, or caused to be received or disbursed to, any Seller, Optionholder or Phantom Award Recipient any funds received on behalf of such Seller, Optionholder or Phantom Award Recipient under this Agreement (including, for the avoidance of doubt, any portion of the Enterprise Value) or otherwise, (iv) to withhold any amounts received on behalf of any Seller, Optionholder or Phantom Award Recipient pursuant to this Agreement or to satisfy any and all obligations or liabilities of any Seller, Optionholder or Phantom Award Recipient or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Sellers, the Optionholders or the Phantom Award Recipients) in connection with the terms adjustment of the Closing Cash Proceeds contemplated by Section 2.04 or the indemnification provided pursuant to Section 11.03 and Annex I), (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 Seller), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual any funds received on behalf of such individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Seller, Optionholder or Phantom Award Recipient in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Seller, Optionholder and Phantom Award Recipient. All decisions and actions by the Representative shall be binding upon each Seller, Optionholder and Phantom Award Recipient, and no Seller, Optionholder or Phantom Award Recipient shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) Effective upon the execution of this Agreement, and without any further act of any Seller, Optionholder or Phantom Award Recipient, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Seller, Optionholder and Phantom Award Recipient severally (based on the relative portion of proceeds received by each Seller, Optionholder and Phantom Award Recipient hereunder), and not jointly, against all costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or Proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Sellers, Optionholders and Phantom Award Recipients) in connection with the adjustment of the Closing Cash Proceeds contemplated by Section 2.04 or the indemnification provided pursuant to Section 11.03 and Annex I). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or Proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Sellers, Optionholders and Phantom Award Recipients, as applicable (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Seller or otherwise). (c) Neither the Representative nor any of its Non-Recourse Parties shall incur any Liability to any Seller, Optionholder or Phantom Award Recipient by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative is and its Non-Recourse Parties shall have no Liability in respect of any action, claim or Proceeding brought against any such Person by any Seller, Optionholder or Phantom Award Recipient, regardless of the legal theory under which such Liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Sellers, Optionholders or Phantom Award Recipients) in connection with any obligation or Liability of a Seller, Optionholder or Phantom Award Recipient in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of the Closing Cash Proceeds contemplated by Section 2.04 or the indemnification provided pursuant to Section 11.03 and empowered to act forAnnex I), any such payments and the reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Seller, Optionholder and Phantom Award Recipient severally (based on the relative portion of proceeds received by each Seller, Optionholder and Phantom Award Recipient hereunder), and on behalf ofnot jointly for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation funds received or held by it on behalf of the transactions contemplated by this Agreement and Sellers, Optionholders or Phantom Award Recipients to one or more Sellers, Optionholders or Phantom Award Recipients at any time after the other agreements contemplated hereby including: Closing Date, which such distribution(s) of funds may be different (i) to receive all payments owing to the Stockholders under this Agreementi.e., (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect theretoto amount, (vtiming, conditionality or otherwise) to take such further actions as are authorized in this Agreement and the other agreements contemplated herebyfor each Seller, and (vi) in generalOptionholder or Phantom Award Recipient. Upon full reimbursement of all expenses, do all things and perform all actscosts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, obligations or deemed liabilities incurred by the Representative in the performance of its duties hereunder, the Representative shall distribute, or caused to be necessary or desirable in connection withdistributed, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely all remaining funds held by it on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations behalf of the Representative are fully authorized. Notices given Sellers, Optionholders or Phantom Award Recipients to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this AgreementSellers, Optionholders or Phantom Award Recipients, as applicable. (ce) The appointment of Notwithstanding anything to the contrary set forth herein, the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative its Affiliates shall not be liable to any Stockholder Seller, Optionholder or Phantom Award Recipient for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser. (f) All references to the "Representative" herein mean such Person in its capacity as representative of the Sellers, Optionholders and Phantom Award Recipients and not, for the avoidance of doubt, in any other capacity, as a Seller or otherwise. (g) Except as may have been expressly and specifically agreed to in writing by a Seller, Optionholder or Phantom Award Recipient, on the one hand, and Xxxxxxxx & Xxxxx LLP ("K&E LLP"), on the other hand, and except for the Representative, Sun Capital Partners, Inc. and their respective Affiliates (i) K&E LLP has not and is not representing, and shall not be deemed to have represented any Seller, Optionholder or Phantom Award Recipient in connection with the transactions contemplated hereby, and (ii) K&E LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Seller, Optionholder or Phantom Award Recipient in connection with the transactions contemplated hereby. Each Seller, Optionholder and Phantom Award Recipient agrees that K&E LLP may represent the Representative, Sun Capital Partners, Inc. and their respective Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Persons and, in furtherance thereof, each Seller, Optionholder and Phantom Award Recipient consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other Person (other than Parent actual or Merger Sub), potential objection with respect to K&E LLP's representation of the Representative, Sun Capital Partners, Inc. and their respective Affiliates in any action matter related to the transaction completed hereby. (h) Purchaser and its Subsidiaries (including the Company and its Subsidiaries following the Closing) have the right to rely, without independent investigation upon all actions taken or omitted to be taken by the Representative in its role as Representative under or in connection with pursuant to this Agreement, unless such action all of which actions or omission results from or arises out of willful misconduct or gross negligence on omissions shall be legally binding upon the part Sellers, Optionholders and Phantom Award Recipients. Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall be fully protected in dealing with the Representative under this Agreement and the Ancillary Documents and may rely upon the authority of the RepresentativeRepresentative to act on behalf of the Sellers, Optionholders and Phantom Award Recipients. Any payment by Purchaser and its Subsidiaries (including the Company and its Subsidiaries) to the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(bauthorized under and in compliance with this Agreement shall be considered a payment by Purchaser and its Subsidiaries (including the Company and its Subsidiaries) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders)Sellers, Optionholders or Phantom Award Recipients, as applicable, and Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall have no Liability to any Seller, Optionholder or Phantom Award Recipient for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)payments so made.

Representative. (a) The Person designated At the Effective Time, Xxxxx X. Xxxxxxxx will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Stockholders Merger, will be deemed to act have appointed and constituted the Representative as Representative shall be the their agent and true and lawful attorney-in-fact for each with the powers and authority as set forth in this Agreement. All such actions of the Stockholders Representative taken in accordance with this Section 7.16 shall be deemed to act as be facts ascertainable outside the merger agreement and shall be binding on the Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder 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); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the other agreements contemplated hereby Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of this Section 11.13the Escrow Agreement. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders and Indemnifying Founders, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder or Indemnifying Founder will have any right to act foron its own 76 behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or Indemnifying Founder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or Indemnifying Founder or the occurrence of any other event, and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall will be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from as valid as if such Stockholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existencewhether or not any Indemnifying Securityholder, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with Indemnifying Founder or the Representative may conclusively will have received any notice thereof. All reasonable and absolutely relydocumented expenses, without inquiryif any, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken incurred by the Representative in connection with the performance of his, her or its role duties as the Representative under or in connection with this AgreementGeneral Liability Claims will be borne and paid by the Indemnifying Securityholders according to their Aggregate Escrow Funding Percentage (the “General Representative Expenses”). All reasonable expenses, unless if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with Litigation Liability Claims will be borne and paid by the Indemnifying Founders according to their Unit Litigation Funding Percentage (the “Litigation Representative Expenses”). The Representative will have the right to recover General Representative Expenses from the Representative Fund as such action or omission results General Representative Expenses are incurred. Following the termination of the General Escrow Claim Period, the resolution of all General Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover General Representative Expenses from or arises out the General Escrow Fund, if and only if no amounts are then remaining in the Representative Fund, prior to any distribution to the Indemnifying Securityholders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the General Representative Expenses actually incurred with respect to General Liability Claims; provided, however, that no such expenses shall be recovered from the cash then on deposit in the General Escrow Fund attributable to an Indemnifying Securityholder who does not give their prior written consent to such reimbursement. Following the termination of willful misconduct or gross negligence on the part Litigation Escrow Claim Period, the resolution of all Litigation Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover Litigation Representative Expenses from the Litigation Escrow Fund prior to any distribution to the Indemnifying Founders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the Litigation Representative Expenses actually incurred with respect to Litigation Liability Claims. In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses. No bond will be required of the Representative, and the Representative shall will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders or Indemnifying Founders, as applicable. (b) The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund. If 77 the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Securityholders or Indemnifying Founders, as applicable, at their addresses last known to Parent. (c) The Representative will not be liable to any Stockholder Indemnifying Securityholder or Indemnifying Founder for any act done or omitted in connection with the Representative’s services under this Agreement or the Escrow Agreement 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 Indemnifying Securityholders and Indemnifying Founders, as applicable, will severally, but not jointly (based on their respective Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage, as applicable, compared to the total Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage of all of the Indemnifying Securityholders or Indemnifying Founders, respectively), indemnify the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and the Escrow Agreement, in each case in such person’s capacity as the Representative only, and as such Representative Loss is suffered or incurred; provided, that in the event thatthat any such Representative Loss or any portion of a Representative Loss is finally adjudicated to have been directly caused by the gross negligence or bad faith of the Representative, the Representative will promptly reimburse the Indemnifying Securityholders or the Indemnifying Founders, as applicable, the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. With respect to General Liability Claims, if not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Fund and (ii) the amounts in the General Escrow Fund at such time as remaining amounts in the General Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. With respect to Litigation Liability Claims, if not paid directly to the Representative by the Indemnifying Founders, any such Representative Losses may be recovered by the Representative from the amounts in the Litigation Escrow Fund at such time as remaining amounts in the Litigation Escrow Fund would otherwise be distributable to the Indemnifying Founders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund and the Escrow Funds, this does not relieve the Indemnifying Securityholders or Indemnifying Founders, as applicable, 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 Indemnifying Securityholders, Indemnifying Founders or otherwise. The Indemnifying Securityholders and Indemnifying Founders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. 78 (d) The Representative will have reasonable access to information about the Surviving Entity and its then current officers and employees, as well as the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders, Indemnifying Founders 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), provided, however, that neither Parent nor the exercise of hisSurviving Entity will be obligated to provide such access or information if it determines, her or in its reasonable judgment, that doing so would violate applicable Law or any Contract to which Parent, the Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or any rights of Parent or any Indemnified Person under the work-product doctrine or expose Parent or the Surviving Entity to risk of liability for disclosure of sensitive or personally identifiable information. The Representative will enter into a separate confidentiality agreement prior to being provided access to such information if requested by Parent. Notwithstanding anything in this Agreement to the contrary, any pre-Closing attorney-client privileged communications of the Company and its Subsidiaries that summarize, describe or refer to the Transactions or to negotiations relating to the Transactions (including all emails, correspondence, invoices, recordings and other documents or files, evidencing or reflecting communications between the Company, its Subsidiaries and their respective counsel, and all files maintained by the Company’s or any of its Subsidiaries’ law firm or legal counsel ) (the “Communications”) will not become attorney-client privileged communications of the Surviving Entity, but will instead become attorney-client privileged Communications of the Representative; provided, however, that in the case of any good faith allegation of fraud perpetrated by the Company or its representatives in connection with the Transactions or negotiations relating to the Transactions, the Representative believes there hereby agrees to waive the attorney client privilege with respect to any attorney client communications received or sent by any of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, XX Xxxxxxxx, Xxx Xxxxxx, Xxxxx Xxxxxxxxxxx, or Xxxxx Xxxxxxxx that would reflect Knowledge of the Company or information Known to the Company relating to such allegation. The Representative will not cause all Communications stored on the Company’s servers prior to the Closing to be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subpreserved. (e) The Representative shall receive reimbursement from(i) reasonably inform each Indemnifying Securityholder of all material actions taken in its capacity as the Representative with respect to all material matters arising under or with respect to this Agreement, (ii) not take any action in its capacity as the Representative that materially adversely affects the rights or obligations of any Indemnifying Securityholder in any manner materially different from the other Indemnifying Securityholders without the prior written consent of such Indemnifying Securityholder, and be indemnified from, (iii) shall not take any action in its capacity as the Escrow Account and the Indemnity Escrow Account Representative (to the extent the Representative has any funds are released therefrom authority to do so) to amend, waive or otherwise modify any provision of the Joinder Agreement with the Insight Unitholders and Accel Unitholders, the last sentence of Section 1.5(a) or Section 1.4(h) without the prior written consent of the Indemnifying Securityholder(s) party thereto or effected thereby, as the case may be. 79 (f) By its signature to this Agreement, the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to Section 3.4(b) for payment the terms of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated by At the Stockholders to act as Effective Time, Shareholder Representative Services LLC shall be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder, by virtue of its adoption of this Agreement and approval of the Merger, shall be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact for each of the Stockholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of powers and authority as set forth in this Section 11.13Agreement. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, shall be the exclusive agent for and on behalf of, any or all of the Stockholders Indemnifying Securityholders to (with full power of substitution in 1) enter into the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Escrow Agreement, (ii2) give and receive notices and communications to terminate, amend, waive or from Parent (on behalf of itself or any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iiiIndemnified Person) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including and/or the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative Agent relating to be necessary or desirable in connection with, this Agreement, the Escrow Agreement or any of the other agreements contemplated hereby Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Fund and legally bind each Indemnifying Securityholder 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); (4) object to claims in accordance with Section 1.9 and ‎Section 7.6; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations judgment of the Representative are fully authorized. Notices given for the accomplishment of the foregoing, in each case without having to seek or obtain the Representative in accordance with the provisions consent of this Agreement shall constitute notice any Person under any circumstance, and (7) subject to the Stockholders ‎Section 6.4, execute for all purposes under and on behalf of each Indemnifying Securityholder any amendment to this Agreement. , the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (c) including for the purpose of amending addresses or sharing percentages). The Representative shall be the sole and exclusive means of asserting or addressing any of the above, and no Indemnifying Securityholder shall have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of the Representative agency and this power of attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or the occurrence of any other event, and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall will be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from as valid as if such Stockholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existence, of whether or not any Stockholder shall not terminate Indemnifying Securityholder or the authority and agency Representative will have received any notice thereof. No bond will be required of the Representative. ParentAfter the Closing, Merger Sub and any other party notices or communications to any document contemplated by this Agreement in dealing with or from the Representative shall constitute notice to or from each of the Indemnifying Securityholders. (b) The Person serving as the Representative may conclusively resign at any time and absolutely relymay be replaced from time to time, without inquiry, by the holders of a majority in interest of the Company Capital Stock outstanding immediately prior to the Effective Time upon any act not less than ten (10) days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the act Representative is replaced pursuant to the preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the StockholderCompany Capital Stock outstanding immediately prior to the Effective Time. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly, within ten (10) days after such resignation or removal, 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 in the Spreadsheet unless the Representative provides notice to Parent of a different address in the manner described in Section 8.4. (dc) The Representative shall not be liable to any Stockholder or to Indemnifying Securityholder for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Representative while acting in its role as good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Indemnifying Securityholders shall jointly and severally indemnify and defend the Representative under and hold the Representative harmless against any loss, liability , damage, claim, penalty, fine, forfeitures, action, fee, cost or expense including the fees and expenses of counsel and experts and their staffs and all expenses of document location duplication and shipment) (collectively, “Representative Expenses”) arising out of or in connection with this the acceptance or administration of the Representative’s duties hereunder. and under the Escrow Agreement, unless in each case as such action Representative Expense is suffered or omission results from incurred; provided, that in the event that any such Representative Expense is finally adjudicated to have been directly caused by the gross negligence, fraud or arises out of willful misconduct or gross negligence on the part bad faith of the Representative, the Representative will reimburse the Indemnifying Securityholders the amount of such indemnified Representative Expense to the extent attributable to such gross negligence, fraud or bad faith. If not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Expenses may be recovered by the Representative (i) from the funds in the Representative Expense Fund and (ii) following the termination of the Escrow Period, the resolution of all Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, from the amounts in the Escrow Fund prior to any distribution to the Stockholders; provided, that while this section allows the Representative to be paid from the Representative Expense Fund and the Escrow Fund, this does not relieve the Indemnifying Securityholders from their obligation to promptly pay such Representative Expenses 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 Indemnifying Securityholders or otherwise. The Indemnifying Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (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 for purposes of performing its duties and exercising its rights hereunder; provided that the Representative shall treat confidentially and not be liable use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Corporation, or any Indemnified Person to any Stockholder in anyone (except as required by Law or to the event thatIndemnifying 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 information confidentially), provided, however, that neither Parent nor the exercise of hisSurviving Corporation shall be obligated to provide such access or information if it determines, her or in its reasonable judgment, that doing so would violate applicable Law or any Contract to which Parent, the Surviving Corporation or any of their Affiliates is a Party or obligation of confidentiality owed by Parent, the Surviving Corporation or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or expose Parent or the Surviving Corporation to risk of liability for disclosure of sensitive or personally identifiable information. Notwithstanding anything in this Agreement to the contrary, following the Closing and the public announcement (if any) of the Merger, the Representative believes there will shall be permitted to publicly announce that it has been engaged to serve as the Representative in connection with the Merger as long as such announcement does not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent disclose any of the terms of the Merger or Merger Subthe other transactions contemplated herein or hereby. (e) The By its signature to this Agreement, the initial Representative shall receive reimbursement fromhereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and be indemnified fromagrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. (f) Upon the Closing, the Escrow Account and the Indemnity Escrow Account Company will wire, or will cause to be wired, one hundred thousand US Dollars (to the extent any funds are released therefrom pursuant to Section 3.4(b$100,000) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative ExpensesExpense Fund”)) to the Representative, which will be used for the purposes of paying directly, or reimbursing the Representative for, any third party expenses of the Representative pursuant to this Agreement and the Escrow Agreement. The Indemnifying 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 other than as a result of its gross negligence, willful misconduct, bad faith or fraud. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as soon as practicable following the completion of the Representative’s duties, the Representative will deliver the balance of the Representative Expense Fund to the Payment Agent (or the Surviving Corporation’s payroll agent, as applicable) for further distribution to the Indemnifying Securityholders. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Securityholders at the time of Closing.

Representative. (a) The Person designated Representative may be removed at any time upon the written election of the Holders representing at least 75% of the aggregate Ownership Interests; provided that such Holders concurrently elect a replacement Representative and Parent is given prompt written notice of such replacement by the Stockholders to act Representative (and such appointment is not binding on Parent until after Parent receives such written notice). By virtue of the execution of the Principal Equityholders Agreement by each Principal Equityholder, by the execution of the Option Cancellation Agreement by each Option Holder, by the execution of the Letter of Transmittal by each Holder and by the consummation of the transactions contemplated hereby, each Holder has constituted and hereby constitutes and appoints the Representative, including any replacement of any such Representative, as Representative shall be the agent and attorney-in-fact for each with full power of substitution and authority to execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement, to give and receive notices and communications, to dispute any claim any Parent Indemnified Party with respect to indemnification hereunder, to agree to, negotiate, enter into settlements and compromises of, and to comply with orders of courts with respect to any dispute or loss, and to take all actions necessary or appropriate in the judgment of the Stockholders Representative for the accomplishment of the foregoing. The Holders shall, pro-rata based upon their Ownership Interest, be responsible for the payment of all fees and expenses reasonably incurred by the Representative in performing its duties under this Agreement; provided, that Parent shall have no obligation or Liability arising from or relating to act as any claim or dispute between any Holder and the Representative under this Agreement Section 12.1 (and Parent’s rights, including Parent’s right to rely on the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event actions and decisions of the resignation, death or incapacity Representative and other rights under this Agreement) shall not be affected in any way thereby. All actions and decisions of the RepresentativeRepresentative may be relied upon by the Parent, a successor Representative reasonably satisfactory to Parent the Company and any third person, and shall thereafter be appointed by an instrument in writing signed by Parent binding and such successor Representativeconclusive upon each Shareholder. (b) The Representative is hereby authorized and empowered shall be entitled to act forrecover from the Principal Equityholders, and on behalf ofa pro-rata basis based upon the Principal Equityholder’s respective ownership interest in the Company Shares, any or all fees and expenses that the Representative may incur in his capacity as such pursuant to this Agreement. In that regard, the Representative shall be entitled to retain Five Hundred Thousand Dollars ($500,000) of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing Closing Merger Consideration otherwise payable to the Stockholders under this Agreement, Principal Equityholders (iithe “Expense Funds”) to terminate, amend, waive any provision of, or abandon, this Agreement or as a reserve against the other agreements contemplated hereby, (iii) to act payment of expenses incurred in his capacity as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereofRepresentative, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed used by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and pay any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in such capacity. The Expense Funds shall be deemed paid to the performance or discharge of its duties pursuant to this Section 11.13, except Principal Equityholders at Closing for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)all purposes hereunder and under applicable Laws.

Representative. (a) The Person designated At the Effective Time, Xxxx X. Xxxxxxxx III will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder, by virtue of its adoption of this Agreement and approval of the Stockholders Merger, will be deemed to act have appointed and constituted the Representative as Representative shall be the their agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. The Representative will be the exclusive agent for each and on behalf of the Stockholders Indemnifying Securityholders to act as (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions (other than Letters of Transmittal, Non-competition agreements, Offer Letters and any other agreements respecting post-Closing services to Parent or any of its Subsidiaries (including the Surviving Entity and its Subsidiaries) (collectively, the “Excluded Agreements”), with respect to which the Representative has no authority); (3) authorize deliveries to Parent of cash or other property from the Escrow Fund and legally bind each Indemnifying Securityholder thereto; (4) object to such claims in accordance with Section 7.6; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.1, execute for and on behalf of each Indemnifying Securityholder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses), other than any Excluded Agreement; (8) makes adjustments to the Escrow Release Percentages, the Redemption Consideration Percentages or the Representative Fund Release Percentages that the Representative determines in good faith are just and equitable to reflect an appropriate allocation of responsibility for matters for which amounts have been paid out of the other agreements contemplated hereby Escrow Fund (and Redemption Consideration Offsets) or the Representative Fund (in whole or in party) but for which not all Indemnifying Securityholders are bearing or should bear equal responsibility or to otherwise effect the terms of this Agreement; (9) enter into any waiver or extension pursuant to Section 6.2; (10) cause to be paid to the Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of this Section 11.13the Escrow Agreement; and (11) execute such further instruments of assignment as Parent shall reasonably request. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. All decisions and on behalf of, any or actions by the Representative (to the extent authorized by this Agreement) shall be binding upon all of the Stockholders (with full Indemnifying Securityholders, and no Indemnifying Securityholder shall have the right to object, dissent, protest or otherwise contest the same. This appointment of agency and this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or the occurrence of any other event, and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall will be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from as valid as if such Stockholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existence, of whether or not any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with Indemnifying Securityholder or the Representative may conclusively and absolutely relywill have received any notice thereof. All expenses, without inquiryif any, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken incurred by the Representative in connection with the performance of his, her or its role duties as the Representative under or (including in connection with this AgreementLiability Claims) will be borne and paid by the Indemnifying Securityholders according to their respective Indemnification Percentages (the “Representative Expenses”). The Representative will have the right to recover Representative Expenses from the Representative Fund as such Representative Expenses are incurred. Following resolution of the post-Closing Merger Consideration adjustment and following the termination of the Escrow Claim Period, unless the resolution of all Liability Claims and the satisfaction of all claims made by Indemnified Persons for Losses, the Representative will have the right to recover Representative Expenses from Adjustment Fund or the Escrow Fund, respectively, and in its sole discretion to direct all or any portion of amounts otherwise to be released to the Indemnifying Securityholders into the Representative Fund by delivering to the Escrow Agent written instructions specifying the portion of such action or omission results from or arises out of willful misconduct or gross negligence on amounts to be directed to the part Representative Fund. No bond will be required of the Representative, and the Representative will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders with respect to the matters covered hereby. The Representative shall be entitled to engage such counsel, experts, consultants and other advisors as it shall deem necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of the Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Representative may (but need not) consult with any Indemnifying Securityholder in connection with exercising its powers and performing its functions hereunder and each Indemnifying Securityholder shall cooperate with and offer reasonable assistance to the Representative in connection therewith. (b) The Person serving as the Representative may be replaced from time to time, by the holders of a majority in interest of the Escrow Funding Percentages upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Funding Percentages. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Securityholders at their addresses last known to Parent, which will be the address set forth in the Spreadsheet unless the Representative provides notice to Parent of a different address in the manner described in Section 8.3. (c) The Representative will not be liable to any Stockholder Indemnifying Securityholder for any act done or omitted in connection with the Representative’s services under this Agreement or the Escrow Agreement 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 Indemnifying Securityholders will ratably according to their Indemnification Percentages, but not jointly and severally, indemnify the Representative and its Affiliates and their respective partners, members, officers, managers, directors, employees, agents and representatives (the “Representative Group”) from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s performance of this Agreement and the Escrow Agreement, in each case as such Representative Loss is suffered or incurred; provided that in the event that, in that any such Representative Loss or any portion of a Representative Loss is finally adjudicated to have been directly caused by the exercise gross negligence or bad faith of his, her or its reasonable judgmentthe Representative, the Representative believes there will promptly reimburse the Indemnifying Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. If not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may be adequate resources recovered by the Representative from (i) the funds in the Representative Fund, (ii) the amounts in the Adjustment Fund at such time as remaining amounts in the Adjustment Fund would otherwise be distributable to the Indemnifying Securityholders and (iii) the amounts in the Escrow Fund at such time as remaining amounts in the Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund, the Adjustment Fund and the Escrow Fund, this does not relieve the Indemnifying Securityholders 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 cover potential costs it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Securityholders or otherwise. The Indemnifying Securityholders acknowledge and expenses agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (d) Until the Special Claim Period Expiration Date, or if earlier, at such time as there are no amounts remaining in the Escrow fund, Parent shall use commercially reasonable efforts to contest preserve and retain, or to cause the Company and the Subsidiaries to preserve and retain, all material accounting, Tax, legal, auditing and other books and records of the Company and its Subsidiaries in accordance with the same procedures and document retention policies that Parent uses for its equivalent materials. Parent will provide the Representative with reasonable access to, and the right to inspect and copy, all such information about the Surviving Entity and its Subsidiaries and the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a claim made need to know basis, in each case who agree to treat such information confidentially), provided, however, that neither Parent nor the Surviving Entity will be obligated to provide such access or information if doing so would violate applicable Law or any Contract to which Parent, the Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege (giving effect to reasonable arrangements such as common interest agreements to preserve such privilege) or any rights of Parent or Merger Subany Indemnified Person under the work-product doctrine or expose Parent or the Surviving Entity to risk of liability for disclosure of sensitive or personally identifiable information. The Representative acknowledges that, as a holder of Company Units immediately prior to the Effective Time, the Representative is subject to the confidentiality requirements of clause (iii) of Section 4.1, which will apply to the Representative in such capacity as well. If requested by Parent, the Representative will enter into a separate confidentiality agreement in substantially the form of the Confidentiality Agreement referred to in Section 4.1, as modified thereby and otherwise as mutually agreeable, prior to being provided access to such information. (e) The By its signature to this Agreement, the initial Representative shall receive reimbursement fromhereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and be indemnified from, agrees to act as the Escrow Account Representative and to discharge the Indemnity Escrow Account (duties and responsibilities of the Representative pursuant to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment terms of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated by Each Indemnitor appoints Xxxxxx Xx Xxxx as the Stockholders to act Representative as Representative shall be the Indemnitor’s agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement, and the Representative hereby accepts such appointment. The Representative shall be the exclusive agent for each and on behalf of the Stockholders Indemnitors to act as the Representative under (1) give and receive notices and communications to or from Purchaser relating to this Agreement and or any of the other agreements contemplated hereby Transactions, other than in connection with Direct Shareholder Claims; (2) authorize deliveries to Purchaser of cash or Consideration Shares and legally bind each Indemnitor to pay cash or deliver or Consideration Shares directly to Purchaser in satisfaction of claims asserted by Purchaser by not objecting to such claims), other than in connection with Direct Shareholder Claims; (3) object to such claims in accordance with Section 8.7, other than in connection with Direct Shareholder Claims; (4) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims, other than in connection with Direct Shareholder Claims; (5) take all actions necessary or appropriate in the terms of this Section 11.13. In the event judgment of the resignation, death or incapacity Representative for the accomplishment of the Representativeforegoing, a successor Representative reasonably satisfactory in each case without having to Parent shall thereafter be appointed by an instrument seek or obtain the consent of any Person under any circumstance, other than in writing signed by Parent and such successor Representative. connection with Direct Shareholder Claims, (b6) The Representative is hereby authorized and empowered subject to act forSection 7.3, execute for and on behalf of, of each Indemnitor any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) amendment to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or any exhibit, annex or schedule hereto (including for the other agreements contemplated hereby, (iii) to act as the representative purpose of the Stockholders to review and authorize all claims and disputes amending addresses or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated herebysharing percentages), and (vi7) in generalsubject to Section 7.4, do all things execute for and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in on behalf of each Indemnitor any waiver or extension to this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the . The Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment the sole and to treat the Representative as the duly appointed attorney-in-fact exclusive means of each Stockholder and (y) assume that all actions, decisions and determinations asserting or addressing any of the Representative are fully authorizedabove, and no Indemnitor shall have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The This appointment of the Representative agency and this power of attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnitor or by operation of Law, whether by the death or incapacity of any Indemnitor or the occurrence of any other event, and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall will be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from as valid as if such Stockholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existencewhether or not any Indemnitor or the Representative will have received any notice thereof. (b) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of any Stockholder shall not terminate time, agreement, consent, settlement, resolution or instruction of, the authority and agency Representative that is within the scope of the Representative’s authority under Section 8.10(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Indemnitors and shall be final, binding and conclusive upon each of them. ParentPurchaser shall be entitled to rely upon any such notice, Merger Sub 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 Indemnitor. Purchaser is unconditionally and irrevocably relieved from any other party liability to any document contemplated person for any acts done by this Agreement them in dealing accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative may conclusively and absolutely rely, without inquiry, upon any act Representative. (c) The scope of the powers of the Representative as agent for the act Indemnitors may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnitors representing a majority of the StockholderConsideration Percentage of all Indemnitors upon not less than 30 days’ prior written notice to Purchaser. A vacancy in the position of the Representative may be filled by the vote or consent or Indemnitors representing a majority of the Consideration Percentage of all Indemnitors. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, representing a majority of the Consideration Percentage of all Indemnitors, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnitors at their addresses last known to Purchaser, which will be the address set forth in the Spreadsheet unless Representative provides notice to Purchaser of a different address in the manner described in Section 9.3. (d) All expenses, if any, incurred by the Representative in connection with the performance of his duties as the Representative (the “Representative Expenses”) will be borne and paid by the Indemnitors according to their respective Consideration Percentage. Notices or communications to or from the Representative shall constitute notice to or from each of the Indemnitors. (e) The Representative shall not be liable to any Stockholder or to Indemnitor for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Representative while acting in its role as good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Indemnitors shall severally indemnify the Representative under and hold him harmless against any loss, liability, damage, claim, suit, penalty, cost or in connection with this Agreement, unless such action or omission results from or arises out expense (including fees and expenses of willful misconduct or counsel) incurred without gross negligence or bad faith on the part of the Representative, Representative and arising out of or in connection with the Representative shall not be liable to any Stockholder in the event that, in the exercise acceptance or administration of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subhis duties hereunder. (ef) The Representative shall receive reimbursement fromhave reasonable access to information about the Company and the reasonable assistance of the Company’s former officers and employees for purposes of performing his duties and exercising his rights hereunder. The Representative shall treat confidentially and not use or disclose the terms of this Agreement, the Company Disclosure Letter or any nonpublic information from or about the Purchaser or the Company to anyone, except that the Representative may disclose the terms or information to the Indemnitors or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Purchaser, the Representative shall enter into a separate confidentiality agreement before being provided access to such information. (g) By his signature to this Agreement, the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and be indemnified from, agrees to act as the Escrow Account Representative and to discharge the Indemnity Escrow Account (duties and responsibilities of the Representative pursuant to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment terms of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated by At the Stockholders to act Effective Time, Vista will be constituted and appointed as the Representative. Each Indemnifying Party hereby irrevocably appoints the Representative shall be as the agent agent, proxy and attorney-in-fact for each such Indemnifying Party for all purposes of this Agreement, including full powers and authority on such Indemnifying Party’s behalf to (1) consummate the Transactions, (2) enter into the Escrow Agreement, (3) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Stockholders other Transactions; (4) pay expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (5) disburse any funds received hereunder to act as such Indemnifying Party and each other Indemnifying Party, (6) authorize deliveries to Parent of cash or other property from the Representative under this Agreement Escrow Fund and the legally bind each Indemnifying Party to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other agreements contemplated hereby Indemnified Person, including by not objecting to such claims); (7) object to such claims in accordance with Section 7.7; (8) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (9) take all actions necessary or appropriate in the terms of this Section 11.13. In the event judgment of the resignationRepresentative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance, and (10) subject to Section 6.3, execute for and on behalf of each Indemnifying Party any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages). This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by any Indemnifying Party or by operation of Law, whether by the death or incapacity of any Indemnifying Party or the Representativeoccurrence of any other event, a successor and any action taken by the Representative reasonably satisfactory to Parent shall thereafter will be appointed by an instrument in writing signed by Parent and as valid as if such successor Representativedeath, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Party or the Representative will have received any notice thereof. (b) The Representative is hereby authorized will be the sole and empowered exclusive means of asserting or addressing any of the above, and no Indemnifying Party will have any right to act foron 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 on behalf any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, any or all the Representative that is within the scope of the Stockholders Representative’s authority pursuant to Section 7.11(a) (with full power of substitution in the premisesa “Representative’s Decision”) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) will constitute a notice or communication to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Indemnifying Parties and will be necessary or desirable in connection withfinal, this Agreement, the other agreements contemplated hereby binding and conclusive upon each of them. Each Indemnified Person and the transactions contemplated herein or therein. Parent and Merger Sub shall Escrow Agent will be entitled to (x) rely on 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 appointment Indemnifying Party. Each Indemnified Person and the Escrow Agent are unconditionally and irrevocably relieved from any liability to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorizedany Person for any acts done by them in accordance with any Representative’s Decision. Notices given A notice by Parent to the Representative in accordance with the provisions of this Agreement shall will constitute a notice to each of the Stockholders for all purposes under this AgreementIndemnifying Parties. (c) The appointment agency of the Representative is an agency coupled with an interest may be changed, and is irrevocable and any action taken the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnifying Parties representing a majority of the Aggregate Escrow Funding Percentages of all Indemnifying Parties upon not less than ten days’ prior written notice to Parent. A vacancy in the position of the Representative pursuant may be filled by the vote or consent of Indemnifying Parties representing a majority of the Aggregate Escrow Funding Percentages of all Indemnifying Parties. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Parties, other than the Representative, representing a majority of the Aggregate Escrow Funding Percentage of all Indemnifying Parties, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. In the authority granted event of a vacancy in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency position of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act or refusal or incapability of the Representative as to serve, which continues for more than 90 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 act Representative will be deemed satisfied if such notice is delivered to each of the StockholderIndemnifying Parties 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. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub)All expenses, with respect to any action taken or omitted to be taken if any, incurred by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out the performance of willful misconduct or gross negligence on its duties as the part Representative (the “Representative Expenses”) will be borne and paid by the Indemnifying Parties. No bond will be required of the Representative, and the Representative shall will not receive any compensation for its services. The Representative will also be liable entitled to any Stockholder in advances against Representative Expenses from the event thatRepresentative Fund, in the exercise judgment and discretion of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubRepresentative. (e) The Representative shall receive reimbursement fromwill not be liable to any Indemnifying Party 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 Indemnifying Parties will jointly and severally indemnify the Representative and hold the Representative harmless against any Losses incurred without bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder. (f) The Representative will have reasonable access to information about the Surviving Company and the reasonable assistance of the Company’s former officers and employees for purposes of performing 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 will treat confidentially and not use or disclose the terms of this Agreement, any Related Agreement or any nonpublic information from or about Parent, Surviving Company or any Indemnified Person to anyone, except that the Representative may disclose the terms or information to the Indemnifying Parties or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by 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 be indemnified from, agrees to act as the Escrow Account Representative and to discharge the Indemnity Escrow Account (duties and responsibilities of the Representative pursuant to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment terms of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated by In order to efficiently administer the transactions contemplated hereby, the Stockholders to act hereby designate the Representative as Representative shall be the agent and their representative, attorney-in-fact and agent for each all purposes set forth herein and hereby exclusively authorize the Representative to: (i) take all actions required or permitted by, and exercise all rights granted to, the Representative in this Agreement or the Escrow Agreement; (ii) review all Contingent Payment Statements, deliver any Contingent Payment Objection Notice and discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders or Key Personnel, as applicable, any disputes with respect to act as the Representative determination of each Final Contingent Payment Statement and the final determination of the amounts therein pursuant to Section 1.4; (iii) review the Closing Statement, deliver any Objection Notice with respect thereto, and discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders, any Objection Items or other disputes with respect to the determination of Closing Net Working Capital and the final determination of any adjustment to the Purchase Price pursuant to Section 1.3; (iv) take all action necessary in connection with the waiver of any condition to the obligations of the Company or the Stockholders to consummate the transactions contemplated hereby; (v) discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders any claims for indemnification by any Buyer Indemnified Party pursuant to this Agreement; (vi) give and receive notices and communications to or from Buyer (on behalf of itself or any other Buyer Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (vii) receive and accept service of legal process in connection with any claim or other proceeding against the Stockholders or the Company arising under this Agreement or the Escrow Agreement; (viii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event Escrow Agreement on behalf of the resignationStockholders; execute and deliver all agreements, death certificates and documents required or incapacity of deemed appropriate by the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (ix) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (x) engage special counsel, accountants and other agreements advisors and incur such other expenses in connection with any of the transactions contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, by this Agreement or the Escrow Agreement; (xi) agree to and approve of modifications or amendments to this Agreement or to the Escrow Agreement, and executing and delivering agreements of such modification or amendment; (xii) take all other agreements contemplated herebyactions (including defending or enforcing any actions, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made with respect thereto, (v) to take such further actions as are authorized in or delivered under this Agreement and or under the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated documents referred to in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be ) necessary or desirable appropriate in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations reasonable judgment of the Representative are fully authorized. Notices given in connection with any transaction contemplated hereunder or for the accomplishment of the foregoing, in each case without having to seek or obtain the Representative in accordance with consent of any Person under any circumstance. (b) Xxxxxx Xxxxxxxx hereby accepts his appointment as the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreementinitial Representative. (c) The appointment 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 is an agency coupled with an interest shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Stockholders and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective final, binding and absolutely binding on conclusive upon each Stockholder notwithstanding such Stockholder; and Buyer, each Buyer Indemnified Party and the Escrow Agent shall be entitled to rely upon any contrary action such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or direction from 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 death Buyer, each Buyer Indemnified Party and the Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency instruction of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless the Escrow Agreement, any other Ancillary Agreement or certificate or instrument contemplated hereunder while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such action good faith. Each Stockholder, severally and not jointly, in accordance with his Pro Rata Basis, shall indemnify the Representative and hold it harmless against any loss, liability or omission results from or arises out of willful misconduct or expense incurred without gross negligence or bad faith on the part of the RepresentativeRepresentative and arising out of or in connection with the acceptance or administration of its duties under this Agreement, and the Representative shall not be liable Escrow Agreement, any other Ancillary Agreement or certificate or instrument contemplated hereunder. To the extent that any distributions of the Escrow Amount are being made to any Stockholder in the event that, in Stockholders pursuant to the exercise terms of his, her or its reasonable judgmentthe Escrow Agreement, the Representative believes there will not be adequate resources available may, upon written notice to cover potential costs Buyer and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall the Stockholders, receive reimbursement from, and be indemnified from, from the Escrow Account and the Indemnity Escrow Account (Stockholders directly out of any such distributions that are being made to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), Stockholders for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Representative in the performance or discharge of its duties his rights and obligations under this Agreement; provided, however, that neither Buyer nor the Company shall have any liability with respect to such items. (e) The Stockholders hereby agree that: (i) remedies available at Law for any breach of the provisions of this Section 1.5 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.5; and (ii) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of the Buyer, the Representative, and each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholders’ rights hereunder, whether pursuant to this Section 11.13testamentary disposition, except for any liability imposed by Law for gross negligence the Laws of descent and distribution or willful misconduct otherwise. (f) The Stockholders and Buyer acknowledge and agree that the “Representative Expenses”)can be removed and/or replaced upon the affirmative written consent of Stockholders holding a majority of the aggregate Pro Rata Basis percentages set forth on Exhibit A hereto, upon not less than ten (10) days’ prior written notice to Buyer. Upon the due removal and/or replacement of the Representative, Buyer and the newly appointed Representative shall provide prompt written notice to the Escrow Agent concerning such replacement.

Representative. (a) The Person designated by Each Indemnitor appoints Xxxxxxx Xxxx PLLC as the Stockholders Representative, with full power of substitution and re-substitution, and in such capacity to act serve as Representative shall be the Indemnitor’s agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement, and the Representative hereby accepts such appointment. The Representative shall be the exclusive agent for each and on behalf of the Stockholders Indemnitors to act as the Representative under (1) give and receive notices and communications to or from Purchaser relating to this Agreement and or any of the other agreements contemplated hereby Transactions, other than in connection with Direct Securityholder Claims; (2) authorize deliveries to Purchaser of cash or Consideration Shares and legally bind each Indemnitor to pay cash or Consideration Shares directly to Purchaser in satisfaction of claims asserted by Purchaser (including by not objecting to such claims), other than in connection with Direct Securityholder Claims; (3) object to such claims in accordance with Section 7.7 (Third Party Claims) other than in connection with Direct Securityholder Claims; (4) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims, other than in connection with Direct Securityholder Claims; (5) take all actions necessary or appropriate in the terms of this Section 11.13. In the event judgment of the resignation, death or incapacity Representative for the accomplishment of the Representativeforegoing, a successor Representative reasonably satisfactory in each case without having to Parent shall thereafter be appointed by an instrument seek or obtain the consent of any Person under any circumstance, other than in writing signed by Parent and such successor Representative. connection with Direct Securityholder Claims; (b6) The Representative is hereby authorized and empowered subject to act forSection 6.1 (Amendment), execute for and on behalf of, of each Indemnitor any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) amendment to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or any exhibit, annex or schedule hereto (including for the other agreements contemplated herebypurpose of amending information contained in the Preliminary Spreadsheet and/or Final Spreadsheet); and (7) subject to Section 6.2 (Extension; Waiver), (iii) execute for and on behalf of each Indemnitor any waiver or extension to this Agreement. The Representative shall be the sole and exclusive means of asserting or addressing any of the above, and no Indemnitor shall have any right to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their its own behalf with Parent respect to any claims asserted hereunder and to authorize payments to be made with respect theretosuch matters, (v) to take such further actions as are authorized in this Agreement and other than any claim or dispute against the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinRepresentative. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The This appointment of the Representative agency and this power of attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnitor or by operation of Law, whether by the death or incapacity of any Indemnitor or the occurrence of any other event, and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall will be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from as valid as if such Stockholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existencewhether or not any Indemnitor or the Representative will have received any notice thereof. (b) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of any Stockholder shall not terminate time, agreement, consent, settlement, resolution or instruction of, the authority and agency Representative that is within the scope of the Representative’s authority under this Agreement, including Sections 1.2 (Closing), 1.5 (Payment of Milestone Consideration) and 7.8(a) (Representative), shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Securityholders or Indemnitors, as the case may be, and shall be final, binding and conclusive upon each of them. ParentPurchaser shall be entitled to rely upon any such notice, Merger Sub 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 Securityholder or Indemnitor. Purchaser is unconditionally and irrevocably relieved from any other party liability to any document contemplated person for any acts done by this Agreement them in dealing accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative may conclusively and absolutely rely, without inquiry, upon any act Representative. (c) The scope of the powers of the Representative as agent for the act Indemnitors may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnitors representing a majority in interest of all Indemnitors (determined based on issuance of the StockholderClosing Consideration Shares and the Closing Consideration Cash Payment) upon not less than thirty (30) days’ prior written notice to Purchaser. A vacancy in the position of the Representative may be filled by the vote or consent or Indemnitors representing a majority in interest of all Indemnitors (determined based on the issuance of the Closing Consideration Shares and the Closing Consideration Cash Payment). If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, representing a majority in interest of the Indemnitors (determined based on the issuance of the Closing Consideration Shares and the Closing Consideration Cash Payment), other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnitors at their addresses last known to Purchaser, which will be the address set forth in the Final Spreadsheet unless Representative provides notice to Purchaser of a different address in the manner described in Section 8.3 (Notices). (d) All expenses, if any, incurred by the Representative in connection with the performance of his duties as the Representative (the “Representative Expenses”) will be borne and paid by the Indemnitors according to the relative amount of Closing Consideration Shares issued to such Person and the Closing Consideration Cash Payment paid to such Person. The Representative may use the funds in the Representative Fund to pay the expenses incurred by the Representative under the authorization granted in Section 7.8. Any Representative Fund remaining after payment of all of the Representative Expenses following the later of (i) the resolution of all indemnification claims under Article 7 and the determination by the Representative that such funds are no longer necessary in connection with indemnification claims that may be brought thereunder and (ii) the payment of the maximum amount recoverable by the Purchaser from the Securityholders, if any, shall be distributed to the Securityholders in accordance with the Final Spreadsheet. The Representative shall hold, invest, reinvest and disburse the Representative Fund in trust for all of the Securityholders and the Representative Fund shall not be used for any other purpose. Any expense, liability or obligation that the Representative incurs or pays on behalf of a Securityholder or group of Securityholders shall be promptly reimbursed by Securityholder(s) on whose behalf such expenses were paid. In the event any Securityholder does not promptly reimburse the Representative for any such expense, liability or obligation, the Representative shall have the right to withhold and keep such amount from any payments to be made to such Securityholder hereunder. For Tax purposes, each Securityholder shall be treated as having: (A) received at Closing as consideration for its Shares and Options that portion of the Representative Fund that such Securityholder would have received if such amount were paid directly to the Securityholders at Closing; and (B) contributed such Securityholder’s respective portion to a grantor trust, owned by the Securityholders and of which the Representative is the trustee. Consistent with this treatment, each Securityholder will report its portion of the Representative Fund, and subsequent income or expenses of the Representative Fund, on its respective Tax Returns, and the Representative will provide the Securityholders with the required statements regarding the Representative Fund’s income and expenses as to assist the Securityholders with their respective Tax reporting obligations. Notices or communications to or from the Representative shall constitute notice to or from each of the Indemnitors. (e) The Representative shall not be liable to any Stockholder or to Indemnitor for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Representative while acting in its role as good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Indemnitors shall severally and not jointly indemnify the Representative under and hold him harmless against any loss, liability, damage, claim, suit, penalty, cost or in connection with this Agreement, unless such action or omission results from or arises out expense (including fees and expenses of willful misconduct or counsel) incurred without gross negligence or bad faith on the part of the Representative, Representative and arising out of or in connection with the Representative shall not be liable to any Stockholder in the event that, in the exercise acceptance or administration of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subhis duties hereunder. (ef) The Representative shall receive reimbursement fromhave reasonable access to information about the Company and the reasonable assistance of the Company’s former officers and employees for purposes of performing his duties and exercising his rights hereunder, other than in context of a dispute hereunder. The Representative shall treat confidentially and not use or disclose any Proprietary Information to anyone, except that the Representative may disclose the terms or information to the Indemnitors or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Purchaser, the Representative shall enter into a separate confidentiality agreement before being provided access to such information. (g) By his signature to this Agreement, the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and be indemnified from, agrees to act as the Escrow Account Representative and to discharge the Indemnity Escrow Account (duties and responsibilities of the Representative pursuant to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment terms of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Agreement.

Representative. (a) The Person designated By virtue of the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders to act as Representative Stockholders, each of the Indemnifying Parties shall be the deemed to have agreed to appoint Fortis Advisors LLC as its exclusive agent and attorney-in-fact for each of the Stockholders to act fact, as the Representative for and on behalf of the Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement to be recovered against the Escrow Fund, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other agreements contemplated hereby actions that are either (i) necessary or appropriate in accordance with the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Section 11.13Agreement. In Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative may resign at any time or such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity 84 of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the resignationRepresentative or other vacancy in the position of Representative, death or incapacity such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative. Notices or communications to or from the Representative after the Closing shall constitute notice to or from the Indemnifying Parties. The powers, a immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor Representative reasonably satisfactory to Parent thereto, and (ii) shall thereafter be appointed survive the delivery of an assignment by an instrument any Indemnifying Party of the whole or any fraction of his, her or its interest in writing signed by Parent and such successor Representativethe Escrow Fund. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby includingshall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to receive be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. A decision, act, consent or instruction of the Representative, including an amendment of any provision of this Agreement pursuant to Section 10.2 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties and each such Indemnifying Party’s successors as if expressly confirmed in writing by such Indemnifying Party, and all payments owing defenses which may be available to any Indemnifying Party to contest, negate, or disaffirm the actions of the Representative taken in good faith under this Agreement are waived. Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by Parent in accordance with such decision, act, consent or instruction of the Representative. (c) Certain Indemnifying Parties have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative to provide direction to the Stockholders Representative in connection with its services under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other Representative Engagement Agreement (such Indemnifying Parties, including their individual representatives, collectively 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 for any act done or omitted hereunder, under the Escrow Agreement and under the Representative Engagement Agreement as Representative while acting in good faith. The Indemnifying Parties shall indemnify the Representative Group and defend and hold the Representative Group harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments, amounts paid in settlement and expenses arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, under the Representative Engagement Agreement or under any agreements contemplated ancillary hereto, including the fees and expenses of any legal counsel or experts retained by the Representative, costs incurred in this Agreement)connection with seeking recovery from insurers, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed any amounts required to be paid by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative Escrow Agent pursuant to the authority granted Escrow Agreement (“Representative Expenses”) in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of case as such Representative Expense is suffered or direction from such Stockholder. The death or incapacityincurred; provided, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder that in the event that, in the exercise of his, her or its reasonable judgment, the that any such Representative believes there will not be adequate resources available Expense is finally adjudicated to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred have been directly caused by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct of the Representative, the Representative will reimburse the Holders the amount of such indemnified Representative Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Indemnifying Parties, any such Representative Expenses may be recovered by the Representative from (i) the “funds in the Expense Fund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise then be distributable to the Indemnifying Parties (which, for the avoidance of doubt, shall not include any amounts that remain held in the Escrow Fund subject to the resolution of any pending indemnification claims); provided, that while this section allows the Representative to be paid from the Expense Fund and the Escrow Fund, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Expenses 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 Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities and immunities will survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or the termination of this Agreement and the Escrow Agreement. The Representative shall be entitled to use the Expense Fund in order to fund all Representative Expenses”). Following the Expiration Date, the resolution of all indemnification claims made under this Agreement and the satisfaction of all such indemnification claims, the Representative shall have the right to recover Representative Expenses incurred in excess of the amounts in the Expense Fund and not previously recovered directly from the Indemnifying Parties from the Escrow Fund, prior to any distribution to the Indemnifying Parties, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Representative Expenses actually incurred and not previously recovered. For the avoidance of doubt, while this section allows the Representative to be paid from the Escrow Fund, this Section 8.7(c) shall not limit the obligation of any Indemnifying Party to promptly pay such Representative Expenses as they are incurred, to the extent the Expense Fund is insufficient or unavailable. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 10.2 or Section 10.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Indemnifying Parties. The Escrow Agent and Parent 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.

Representative. (a) The Person designated by the Stockholders to Effective upon execution of this Agreement, and without any further act as Representative shall be the agent and attorney-in-fact for each of any of the Stockholders to act Blocker Sellers or the equityholders of the Company, the Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for the Blocker Sellers and all of the equityholders of the Company (other than the Blockers) for all purposes under this Agreement including the full power and authority on such Persons’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to 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 Cash Proceeds contemplated by Section 3.05), (iii) to receive and disburse to, or cause to be received or disbursed to, the Blocker Sellers or any equityholder of the Company (other than the Blockers) any funds received on behalf of such Person under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of the Blocker Sellers or any equityholder of the Company (other than the Blockers) pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy any and all obligations or liabilities of the Blocker Sellers or any equityholder of the Company (other than the Blockers) or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.05), (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 the Blocker Sellers or any equityholder of the Company), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual any funds received on behalf of such individual pursuant to any incentive compensation agreement providing for a transaction bonus in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of the Blocker Sellers or any equityholder of the Company (other than the Blockers) in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Blocker Seller and each equityholder of the Company. All decisions and actions by the Representative shall be binding upon each Blocker Seller and each equityholder of the Company (other than the Blockers), and no such Person shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) The Purchaser, the Blocker Purchaser, the Paying Agent, the Escrow Agent and their respective Affiliates will be able to rely conclusively on the instructions and decisions of the Representative is hereby authorized and empowered to act fortreat the Representative as the duty appointed representative of the Sellers and any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each Seller and the Company, as applicable. The Purchaser, the Blocker Purchaser and their respective Affiliates may, and the Escrow Agent and the Paying Agent shall, disregard any notice or instruction received directly from any Seller, other than the Representative. Each of the Purchaser, the Blocker Purchaser, the Paying Agent, the Escrow Agent and their respective Affiliates are hereby relieved from any Liability to any Person for any acts done by them in accordance with any such decision, act, consent or instruction of the Representative. Each Seller hereby agrees that for any Action arising under this Agreement or any Transaction Document, such Seller may be served legal process by registered mail to the address set forth in Section 14.05 for the Representative (or any alternative address designated to the parties in writing by the Representative), and that service in such manner shall be adequate and such Seller shall not assert any defense of claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. (c) Effective upon execution of this Agreement, and without any further act of any of the Blocker Sellers or the equityholders of the Company, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Seller severally (based on each Seller’s Equityholder Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.05). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf ofof the Blocker Sellers and the equityholders of the Company (other than the Blocker and, not for the avoidance, on behalf of the Representative in any other capacity, as a Seller or otherwise). (d) Neither the Representative nor any of its Non-Recourse Parties shall incur any liability to any Blocker Seller or any equityholder of the Company by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by the Blocker Sellers or any equityholder of the Company, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (e) If the Representative pays or causes to be paid any amounts in connection with any obligation or Liability of a Blocker Seller or an equityholder of the Company (other than the Blockers) in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.05), any such payments and the reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Seller severally (based on each Seller’s Equityholder Allocation Percentage), and not jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or cause to be distributed, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation funds received or held by it on behalf of the transactions contemplated by this Agreement Blocker Sellers and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative equityholders of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person Company (other than Parent the Blockers) (including, for the avoidance of doubt, any portion of the Merger Consideration) to one or Merger Sub)more of such Persons at any time after the date hereof, which such distribution(s) of funds may be different (i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(botherwise) for payment each such Person. Upon full reimbursement of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilitiescosts, including attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or cause to this Section 11.13be distributed, except all remaining funds held by it on behalf of the Blocker Sellers and the equityholders of the Company (other than the Blockers) to such Persons. (f) Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be liable to any Blocker Seller or any equityholder of the Company for any liability imposed action taken or not taken by Law the Representative or for gross negligence any act or willful misconduct omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser, the Merger Sub, the Blocker Purchaser or the Surviving Company. (g) All references to the “Representative Expenses”)Representative” herein mean such Person in its capacity as representative of the Blocker Sellers and the equityholders of the Company (other than the Blockers) and not, for the avoidance of doubt, in any other capacity, as a Seller or otherwise.

Representative. (a) The Person designated by By virtue of the Stockholders to act adoption of this Agreement and as set forth in the Letters of Transmittal, as applicable, the Representative shall be is hereby irrevocably appointed as of the agent Closing as the representative, agent, proxy, and attorney-in-fact for each of all the Stockholders Equityholders for all purposes under this Agreement, including the full power and authority on the Equityholders’ behalf (i) to act as consummate the Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) executed in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyexecuted in connection herewith, (iii) to act as receive and disburse to the representative Equityholders any funds received on behalf of the Stockholders to review and authorize all claims and disputes Equityholders under this Agreement or question the accuracy thereofotherwise, (iv) to negotiate withhold any amounts received on behalf of the Equityholders pursuant to this Agreement, including the Reserve Amount, or otherwise to satisfy any and compromise on all obligations or liabilities incurred by the Equityholders or the Representative in the performance of their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect theretoduties hereunder, (v) to take such further actions as are authorized direct the distribution of funds, designate or engage a paying agent to distribute funds (including, the Aggregate Closing Merger Consideration, positive adjustment to Aggregate Closing Merger Consideration payable in accordance with Section 3.6 and funds from the Escrow Account and the Reserve Amount), make or direct payments of funds from the Reserve Amount, give receipts for funds, authorize deliveries to Parent of cash from the Escrow Account in satisfaction of claims asserted by Parent, and object to any claims by any Person against the Escrow Account, (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements contemplated herebyagreements, instruments, and documents contemplated hereby or executed in connection herewith (viwithout the prior approval of the Equityholders) and (vii) to take all other actions to be taken by or on behalf of the Equityholders in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow connection with this Agreement and the other agreements contemplated in this Agreement)agreements, certificatesinstruments, receipts, consents, elections, instructions and other documents contemplated byhereby or executed in connection herewith. The Stockholders, by execution of a Letter of Transmittal, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or deemed liquidation of any Stockholder. All decisions and actions by the Representative shall be binding upon all of the Equityholders and no Equityholder shall have the right to be necessary object, dissent, protest or desirable in connection with, this Agreement, otherwise contest the other agreements contemplated hereby and the transactions contemplated herein or thereinsame. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiryindependent verification or investigation, upon any act such decision or action of the Representative as being the act binding decision or action of the Stockholder. (d) The Representative every Equityholder, and Parent shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to Persons for any action actions taken or omitted to be from being taken by them or by Parent in accordance with or reliance upon any such decision or action of the Representative. The Representative shall have no duties or obligations to the Equityholders hereunder, except as expressly set forth in this Agreement. (b) The Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements, except to the extent resulting from its fraud, bad faith, gross negligence or willful misconduct. The Representative shall not be liable for any action or omission taken in good faith pursuant to the advice of counsel. The Equityholders shall indemnify the Representative in its role as against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative under Losses”) arising out of or in connection with this AgreementAgreement and any related agreements, unless in each case as such action Representative Loss is suffered or omission results from incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by fraud, bad faith, gross negligence or arises out of willful misconduct or gross negligence on the part of the Representative, the Representative will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such fraud, bad faith, gross negligence or willful misconduct. Representative Losses may be recovered by the Representative from (i) the Reserve Amount and (ii) any other funds that become payable to the Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Equityholders; provided, that while the Representative may 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. 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 of, 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 hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (c) In furtherance of, and without limiting any rights of the Representative set forth in this Section 10.20, the Representative shall not be liable have the right and the Equityholders hereby authorize the Representative, to any Stockholder withhold from the Closing Merger Consideration the Reserve Amount (in connection with the event that, allocation and distribution of the Closing Merger Consideration in accordance with Article 3) to satisfy potential future obligations of the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs Equityholders and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in connection with performing its obligations under this Agreement and the performance Escrow Agreement. The Reserve Amount shall be retained by the Representative until such time as the Representative shall determine, and, subject to the terms of this Agreement, the balance of the Reserve Amount, if any, shall be delivered by the Representative to the Paying Agent for further distribution to the Equityholders as if such amounts were being distributed pursuant to Section 3.6. The Equityholders will not receive any interest or discharge earnings on the Reserve Amount 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 Reserve Amount other than as a result of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence bad faith or willful misconduct misconduct. Notwithstanding the foregoing, each Equityholder acknowledges and agrees that there can be no assurances that any of the Reserve Amount will be paid or disbursed to the Equityholders. For U.S. federal and applicable state and local income tax purposes, the Reserve Amount shall be treated as received by the Equityholders at Closing and voluntarily set aside by the Equityholders for the Representative, such that no withholding is required upon any subsequent transfer or disbursement of the Reserve Amount (the “Representative Expenses”or any portion thereof). (d) If the Representative becomes unable or unwilling to continue in its capacity as Representative, or if the Representative resigns as the Representative, a majority-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 a majority-in-interest of the Stockholders must be delivered to Parent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent.

Representative. (a) The Person designated Effective upon and by the Stockholders to act as Representative shall be the agent and attorney-in-fact for each virtue of the Stockholders to Member Approval, and without any further act of any of the Members, Optionholders or Warrantholders, the Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Members, Optionholders and Warrantholders for all purposes under this Agreement including the full power and authority on the Members’, Optionholders’ and Warrantholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to 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 Cash Proceeds contemplated by Section 3.03), (iii) to receive and disburse to, or caused to be received or disbursed to, any Member, Optionholder or Warrantholder any funds received on behalf of such Member, Optionholder or Warrantholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member, Optionholder or Warrantholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Members, Optionholders and Warrantholders) any and all obligations or liabilities of any Member, Optionholder, Warrantholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members, Optionholders and Warrantholders) in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.03), (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 Member, Optionholder or Warrantholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member, Optionholder or Warrantholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Member and Optionholder. All decisions and actions by the Representative shall be binding upon each Member and Optionholder, and no Member, Optionholder or Warrantholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) Effective upon and by virtue of the Member Approval, and without any further act of any of the Members, Optionholders or Warrantholders, the Representative and its Non‑Recourse Parties shall be indemnified, held harmless and reimbursed by each Member, Optionholder and Warrantholder severally (based on each Member’s, Optionholders’ and Warrantholder’s Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non‑Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members, Optionholders and Warrantholders) in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03). Any and all amounts paid or incurred by the Representative and its Non‑Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Members, Optionholders and Warrantholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Member or otherwise). (c) Neither the Representative nor any of its Non‑Recourse Parties shall incur any liability to any Member, Optionholder or Warrantholder by virtue of the failure or refusal of the Representative or any of its Non‑Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative is and its Non‑Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Member, Optionholder or Warrantholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Members, Optionholders and Warrantholders) in connection with any obligation or liability of a Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), any such payments and empowered to act forthe reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Member, Optionholder and Warrantholder severally (based on each Member’s, Optionholder’s and Warrantholder’s Allocation Percentage), and on behalf ofnot jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, any or all of the Stockholders funds received or held by it on behalf of the Members, Optionholders and Warrantholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary including, for the consummation avoidance of doubt, any portion of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (iMerger Consideration) to receive all payments owing to one or more Members, Optionholders or Warrantholders at any time after the Stockholders under this Agreementdate hereof, which such distribution(s) of funds may be different (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(botherwise) for payment each Member, Optionholder and Warrantholder. Upon full reimbursement of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilitiescosts, including attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to be distributed, all remaining funds held by it on behalf of the Members, Optionholders and Warrantholders to the Members, Optionholders and Warrantholders; provided, that to ensure compliance with Treasury Regulation 1.409A‑3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that other Members may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). Notwithstanding the foregoing, any amounts payable to the Members, Optionholders and Warrantholders in respect of this Section 12.13(d) shall be reduced by the respective amount owed to LVP under the Lightspeed Purchase Agreement. In the event that the Representative or its Affiliates becomes subject to any liability or other obligation, or is required to make any payment in connection with the transactions contemplated by the Merger Agreement, then the Representative shall send each Member, Optionholder and Warrantholder a notice setting forth (i) the amount of such Member’s, Optionholder’s or Warrantholder’s proportionate share of such liability or obligation, and (ii) instructions for remittance of such amount to the Representative. (e) Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be liable for any loss to any Member, Optionholder or Warrantholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Entity. (f) Except as may have been expressly and specifically agreed to in writing by a Member, Optionholder or Warrantholder, on the one hand, and Xxxxxx, Xxxxx & Bockius LLP, on the other hand, and except for the Representative and its Affiliates (i) Xxxxxx, Xxxxx & Xxxxxxx LLP has not and is not representing, and shall not be deemed to have represented any Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby, and (ii) Xxxxxx, Xxxxx & Bockius LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby. Each Member, Optionholder and Warrantholder agrees that Xxxxxx, Xxxxx & Bockius LLP may represent the Representative and its Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Member, Optionholder or Warrantholder and, in furtherance thereof, each Member, Optionholder and Warrantholder consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to Xxxxxx, Xxxxx & Xxxxxxx LLP’s representation of the Representative and its Affiliates in any matter related to the transaction completed hereby. (g) The Purchaser shall be entitled to deal exclusively with the Representative (or any replacement thereof) 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 or purported to be executed on behalf of any Member, Optionholder or Warrantholder by the Representative, and on any other action taken or purported to be taken on behalf of any Member, Optionholder or Warrantholder by the Representative, as being fully binding upon such Person. Notices or communications to or from the Representative shall constitute notice to or from each of the Members, Optionholders and Warrantholders. Any decision or action by the Representative hereunder, including any agreement between the Representative and the Purchaser relating to the defense, payment or settlement of any claims hereunder, shall constitute a decision or action of all Members, Optionholders and Warrantholders and shall be final, binding and conclusive upon each such Person. No Member, Optionholder or Warrantholder shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section 11.13are independent and severable, except for are irrevocable and coupled with an interest and shall not be terminated by any liability imposed act of any one or Members, Optionholders or Warrantholders, or by Law for gross negligence or willful misconduct (the “Representative Expenses”)operation of Law.

Representative. (a) The Person designated by By (i) voting in favor of the Stockholders Merger, (ii) executing and delivering to act as Buyer the Supporting Stockholder Option Agreement, (iii) executing and delivering an Option Termination Agreement to the Company and Buyer, (iv) exchanging shares of Company Capital Stock for any payment pursuant to Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves and designates the Representative shall to be the agent representative, individually and attorney-in-fact for each collectively, of the Stockholders to act Company Securityholders for purposes of this Agreement as the Representative under set forth in this Section 2.9 or otherwise as specifically set forth in this Agreement and for purposes of the other agreements contemplated hereby Escrow Agreement and the Supporting Stockholder Option Agreement. The Company Securityholders shall be bound by any and all actions taken by the Representative pursuant to the powers granted to the Representative pursuant to this Section 2.9. Buyer and Merger Sub shall be entitled to rely in accordance with good faith upon any communication or writings given or executed by the terms Representative that on their face purport to be within the scope of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative2.9. (b) The Representative is hereby authorized appointed and empowered to act for, constituted the true and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed lawful attorney-in-fact of each Company Securityholder, with full power in its, his or her name and on its, his or her behalf to act according to the terms of this Agreement, the Supporting Stockholder Option Agreement and (y) assume that all actions, decisions and determinations the Escrow Agreement in the absolute discretion of the Representative are fully authorized. Notices (except to the extent otherwise required to act hereunder) with respect to the following matters: (i) giving and receiving of notices hereunder or under the Supporting Stockholder Option Agreement or the Escrow Agreement, and such notice shall be deemed to have been validly given by or delivered to each Company Securityholder; (ii) contesting, defending and settling any and all Claims for indemnification as provided for in Sections 2.8 or Article IX, including authorizing the release of cash held pursuant to the Escrow Agreement to satisfy such Claims, and including by not objecting to such Claims, (iii) taking actions delegated to the Representative in accordance this Agreement or the Escrow Agreement, (iv) taking any actions, giving any notice, releasing any funds and making any decisions as the Representative as set forth in this Agreement, the Supporting Stockholder Option Agreement or the Escrow Agreement, (v) reviewing and commenting on any Tax Returns and acting with respect to any Tax audits or inquiries, (vi) agreeing to waive or amend, and executing any such waiver or amendment of, any provision of this Agreement or the Escrow Agreement, and any such waiver or amendment shall be binding on such Company Securityholders, (vii) consummating any Contemplated Transactions to that extent action is required or advisable to be taken by the Representative in his, her or its capacity as such or by any Company Securityholders, and (viii) taking all actions necessary, convenient or advisable in the judgment of the Representative (which judgment shall be proved conclusively by the taking of such actions) for the accomplishment of the foregoing or any of the Contemplated Transactions. This power of attorney and agency and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable, coupled with an interest and shall not be terminated by any act of any Company Securityholder or any other Person, or by operation of law, whether by such Company Securityholder’s death or any other event. Notwithstanding the foregoing, Company Securityholders holding a majority of the Fully-Converted Common Shares as of immediately prior to the Effective Time, upon written notice to Buyer, the Escrow Agent and the Representative, shall have the right to remove the Representative, provided that at the time of removal of the Representative, his, her or its successor is appointed and acknowledges and accepts such appointment in writing. The Representative may resign at any time upon no less than 20 days’ written notice to Buyer, the Escrow Agent and each Company Securityholder, and if the initial Representative named in this Agreement shall resign he shall automatically and without any further action by any Person be replaced by Axxxxx Xxxxxxx. Thereafter, Axxxxx Xxxxxxx may resign at any time upon no less than 20 days’ written notice to Buyer, the Escrow Agent and each Company Securityholder (or such longer notice period of up to no less than 60 days’ written notice if a successor Representative has not been selected prior to the applicable resignation date). If Axxxxx Xxxxxxx shall give notice of intent to resign, or ceases to act as the Representative for any reason, the holders of at least a majority of the Fully-Converted Common Shares outstanding as of immediately prior to the Effective Time shall, by written notice to Buyer, appoint a successor Representative within 30 days. After the Representative’s resignation or removal hereunder, the provisions of this Agreement Section 2.9 shall constitute notice continue in effect with respect to the Stockholders for Representative who resigned or was removed in respect of any actions taken or omitted to be taken by the Representative while he, she or it was acting as the Representative. It is agreed that the Representative shall at all purposes under this times be the same Person as the “Shareholder Representative” pursuant to the Supporting Stockholder Option Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any of the Company Securityholders or any of their respective Affiliates in the absence of fraud, gross negligence or willful misconduct on the part of the Representative for any decisions made or actions taken by the Representative pursuant to this Agreement, a Supporting Stockholder Option Agreement, an Option Termination Agreement, a Bonus Recipient Agreement or the Escrow Agreement and shall have no duties or obligations except those expressly set forth in this Agreement, a Supporting Stockholder Option Agreement, an Option Termination Agreement, a Bonus Recipient Agreement and the Escrow Agreement. Without limiting the generality of the foregoing, the Representative (i) shall not be subject to any other Person implied duties, (ii) shall have no duty to take any discretionary action or exercise any discretionary powers, and (iii) shall not be required to take any action that, in the opinion of its counsel, reasonably could be expected to expose the Representative to Liability or that is contrary to law. All expenses of the Representative in excess of amounts available to the Representative to cover Representative Expenses pursuant to the Escrow Agreement shall be borne by the Company Securityholders. Each of the Company Securityholder agrees, severally, in proportion to that number of shares of Fully-Converted Common Shares held by such Company Securityholder as of immediately prior to the Effective Time (other than Parent or Merger SubDissenting Shares) over the total number of shares of Fully-Converted Common Shares outstanding as of immediately prior to the Effective Time (other than Dissenting Shares), to indemnify the Representative, from and against any claims, losses, damages, liabilities, penalties, interest, costs and expenses (including reasonable attorneys, accounting and consulting fees and other reasonable expenses, including any such reasonable expense incurred in connection with respect investigating, defending against or settling any Claim or preparing any Tax Return, and in each case including any Representative Expenses) that the Representative may incur as a result of its acting as the Representative hereunder or pursuant to the Escrow Agreement or in connection with the performance of any action of its duties hereunder or pursuant to the Escrow Agreement (including those arising from any indemnification by the Representative of the Escrow Agent pursuant to the Escrow Agreement) (collectively “Representative Losses”) to the fullest extent permitted by Applicable Law, except to the extent that such Representative Losses are caused by actions taken by, or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgmentby, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement fromconstituting fraud, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct misconduct. (d) The Representative covenants and agrees that, as of the “Representative Expenses”)Closing Date, he, she or it will enter into the Escrow Agreement.

Representative. (a) The Person designated by By virtue of the Stockholders execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act as Representative shall be according to the agent and attorney-in-fact for each terms of the Stockholders Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to act as do all things and to perform all acts, including (1) amending the Representative Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other agreements instruments contemplated hereby by, or deemed advisable in accordance with connection with, the terms of this Section 11.13Transaction Documents. In Any such actions taken by the event Representative on behalf of the resignationUnitholders as provided hereunder shall be binding on all Unitholders, and Dxxxxxx X. Xxxxxxxxxx hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or incapacity other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the Representative, a successor power of attorney provided to the Representative reasonably satisfactory by TAMUS is revocable and subject to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representativetermination. (b) The All decisions and actions by the Representative, including any agreement between the Representative is hereby authorized and empowered Buyer relating to act for, and on behalf of, any or all the determination of the Stockholders (with full power of substitution in Definitive Initial Purchase Consideration pursuant to Section 1.3, the premises) in connection with such matters as are reasonably necessary for determination, dispute and facilitating the consummation disbursement of the transactions contemplated by Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Escrow Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy in respect thereof, (iv) shall be binding upon the Unitholders, and no Unitholder shall have the right to negotiate and compromise on their behalf with Parent object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this AgreementTAMUS. (c) The appointment Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative is an agency coupled with an interest as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and is irrevocable facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any action taken claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of Escrow Agreement or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in its role as reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, unless such action the Escrow Agreement or omission results from any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or arises out of willful misconduct or gross negligence on the part of by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the Representative shall not be liable successors to any Stockholder in such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the event that, in the exercise laws of his, her descent and distribution or its reasonable judgmentotherwise. As to TAMUS, the Representative believes there must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will not be adequate resources available to cover potential indemnify, defend and hold harmless the Representative from and against any 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 enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to contest a dispute (including a claim made for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by Parent the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Merger SubRoyalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative At the Closing, Buyer shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account deliver [***] Dollars ($[***]) to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of Representative (the Per Share Indemnity Escrow Release Amount to the Stockholders“Representative’s Fund”), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the performance purposes of paying directly, or discharge reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s 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 hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its duties pursuant bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If Dxxxxxx X. Xxxxxxxxxx resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)9.1.

Representative. (a) The Person designated by By entering into this Agreement, each Seller hereby irrevocably authorizes and appoints Fortress as the Stockholders to act “Representative” for all purposes under this Agreement and as Representative shall be the such Seller’s representative, agent and attorney-in-fact for each of the Stockholders to act as the Representative under all purposes in connection with this Agreement and the other agreements contemplated ancillary hereto, with full authority to act on behalf of, and to bind, each such Person for purposes of this Agreement and the agreements ancillary hereto, and the Representative hereby accepts such appointment; provided, however, that the Representative shall not have authority to amend, waive or otherwise modify the provisions of Section 11.4(a)(iii) hereof or to take any action described in accordance Section 12.18. The Buyer shall be entitled to deal exclusively with the terms Representative on all such matters and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Representative, as being fully binding upon such Seller. Notices or communications to or from the Representative shall constitute notice to or from each of the Sellers. The provisions of this Section 11.13. In 12.17, including the event power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one of the resignationSellers, or by operation of law, whether by death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representativeother event. (b) The Representative is hereby authorized and empowered to act formay resign at any time, and on behalf of, may be removed for any reason or all no reason by the vote or written consent of a majority in interest of the Stockholders (with full power Sellers according to each Seller’s pro rata share of substitution equity interest in the premises) in connection with such matters Company as are reasonably necessary for the consummation of the transactions contemplated by this Agreement and date thereof (the other agreements contemplated hereby including: (i) to receive all payments owing to “Majority Holders”); provided, however, in no event shall the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, Representative resign or abandon, this Agreement be removed without the Majority Holders having first appointed a new Representative who shall assume such duties immediately upon the resignation or the other agreements contemplated hereby, (iii) to act as the representative removal of the Stockholders to review and authorize all claims and disputes or question prior Representative. In the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations event of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or death, incapacity, resignation or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 removal of the Representative, and the a new Representative shall not be liable appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Representative shall be sent to any Stockholder the Buyer, such appointment to be effective upon the later of the date indicated in such consent or the event that, in date such notice is received by the exercise of his, her or its reasonable judgmentBuyer; provided that until such notice is received, the Representative believes there will not Buyer shall be adequate resources available conclusively entitled to cover potential costs rely on the decisions and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment actions of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the prior Representative as described in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)12.17(a) above.

Representative. (a) The Person designated By virtue of the approval and adoption of this Agreement, the Transaction Merger and the transactions contemplated hereby by the requisite consent of the holders of shares of Company Common Stock, each of the Stockholders to act as Representative shall be deemed to have irrevocably authorized, directed and appointed Wayzata Opportunities Fund II, L.P. (the agent and “Representative”) as its agent, proxy, attorney-in-fact and representative for each such Stockholder under this Agreement and all of the Stockholders other Transaction Documents to act take such action on behalf of such Stockholder, and to exercise such rights, powers and authority, as are authorized, delegated and granted to the Representative pursuant to this Agreement or any of the other Transaction Documents, or as the Representative under shall deem necessary, appropriate, advisable or desirable in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Documents, including, without limitation, the power to (i) execute and deliver all amendments and waivers to this Agreement and the other agreements contemplated hereby in accordance with Transaction Documents that the terms of this Section 11.13. In Representative deems necessary or appropriate, (ii) execute and deliver all other amendments and waivers, ancillary agreements, stock powers, certificates and documents that the event of the resignation, death Representative deems necessary or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) appropriate in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement, (iii) receive funds, make payments of funds, and give receipts for funds, (iv) make disputes regarding, and to agree to, adjustments to the Merger Consideration, (v) engage and retain advisors and consultants with respect to the transactions contemplated by this Agreement and the other agreements contemplated hereby including: Transaction Documents or any disputes or other controversies arising out of any thereof or the subject matter thereof, (ivi) to receive all payments owing to act on behalf of the Stockholders under this Agreementand/or the Optionholders in any litigation, (ii) to terminate, amend, waive any provision of, arbitration or abandon, other proceeding involving this Agreement or the any other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements Transaction Document (including the Escrow Agreement and the other agreements contemplated in any proceeding to enforce this Agreement), certificates(vii) act for the Stockholders and/or the Optionholders with regard to matters pertaining to indemnification referred to in this Agreement, receiptsincluding the power to compromise or settle any indemnity claim and to transact matters of litigation, consents(viii) deal with the Administrative Expense Account in accordance with Section 1.15, elections(ix) distribute any portion of the Administrative Expense Amount to the Exchange Agent (for further distribution to the Stockholders (other than the Specified Stockholders)), instructions to the Specified Stockholders, and other documents contemplated byto the Surviving Company (for further distribution to the Participating Optionholders and the Bonus Payment Recipients), or deemed (x) determine whether the conditions to Closing set forth in Article VI have been satisfied and supervise the Closing, including the right to waive any condition, as determined by the Representative in its sole discretion, (xi) terminate this Agreement pursuant to Article VIII, (xii) elect, on behalf of the Stockholders and/or Participating Optionholders, in connection with any distribution of the Indemnity Escrow Fund from the Indemnity Escrow Account to Holdco or any of the other Parent Indemnified Parties in accordance with the terms of the Indemnity Escrow Agreement, to substitute any amount of Indemnity Escrow Shares to be necessary so distributed by the Escrow Agent with cash (any such cash, “Substituted Cash”), including cash from the Administrative Expense Account and (xiii) do or refrain from doing any further act or deed on behalf of the Stockholders and/or the Optionholders that the Representative deems necessary, appropriate, advisable or desirable in connection withits sole discretion relating to the subject matter of this Agreement or any of the other Transaction Documents as fully and completely as the Stockholders and/or the Optionholders could do if personally present. (b) If the Person serving as the Representative ceases to serve in such capacity, this Agreementfor any reason, the Majority Stockholders shall promptly select a replacement Representative. Such Person or replacement is intended to be the “Representative” referred to herein and all other agreements contemplated hereby Transaction Documents. All decisions and actions by the transactions contemplated herein Representative shall be binding upon all of the Stockholders and/or the Optionholders, and no Stockholder and/or the Optionholder shall have the right to object, dissent, protest or thereinotherwise contest the same. Parent Parent, Holdco and Merger Sub shall be entitled able to (x) rely conclusively on such appointment the instructions and to treat decisions of the Representative as to the duly appointed attorney-in-fact determination and payment of the Merger Consideration and any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder or any Stockholder and/or the Optionholder shall have any cause of action against Parent, Holdco or Merger Sub for any action taken by Parent, Holdco or Merger Sub in reliance upon the written instructions or decisions of the Representative. The provisions of this Section 1.12 are independent and severable, are irrevocable and coupled with an interest sufficient in law to support an irrevocable power, shall survive the death, incompetency, disability, incapacity, merger, consolidation, liquidation, bankruptcy, insolvency or dissolution of any Stockholder and/or the Optionholder, and shall be enforceable notwithstanding any rights or remedies that any Stockholder and/or the Optionholder may have in connection with the transactions contemplated by this Agreement. The provisions of this Section 1.12 shall be binding upon the heirs, legal representatives, successors and assigns of each Stockholder and (y) assume that all actionseach Optionholder, decisions and determinations any references in this Agreement to a Stockholder or Optionholder shall mean and include the successors to the rights of the Representative are fully authorized. Notices given Stockholders and Optionholders (as applicable) hereunder, whether pursuant to testamentary disposition, the Representative in accordance with the provisions laws of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreementdescent and distribution or otherwise. (c) The appointment By virtue of the Representative is an agency coupled with an interest approval and is irrevocable adoption of this Agreement, the Transaction Merger and any action taken the transactions contemplated hereby by the Representative pursuant to requisite consent of the authority granted in this Section 11.13 holders of shares of Company Common Stock, each of the Stockholders shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate deemed to have agreed that (i) the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to the Stockholders or the Optionholders for any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action actions taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action Agreement or omission results from or arises out of willful misconduct or gross negligence on the part any of the Representativeother Transaction Documents, or any of the transactions contemplated hereby or thereby (including, without limitation, any liability for losses resulting from investment of the Administrative Expense Amount or otherwise dealing with the Administrative Expense Amount); (ii) the Representative will be entitled to reimbursement from the Sellers for its reasonable out-of-pocket fees and expenses in the performance of its obligations as Representative (it being understood and agreed that the Representative will be entitled to receive such reimbursement (without limiting the right of the Representative to pursue any Seller individually for any such reimbursement) (x) directly from the Administrative Expense Account (to the extent of any funds therein) at any time the Representative shall so elect and/or (y) from any Escrow Account at any time when any portion of the Escrow Amount is to be distributed to the Sellers, and the Representative is hereby authorized and empowered to apply any portion of the Administrative Expense Amount and/or to direct the Escrow Agent to release any applicable portion of the Escrow Amount to satisfy such reimbursement obligations; provided, however, that the obligation of the Sellers to reimburse the Representative shall not be liable altered, impaired, reduced or otherwise diminished if the Administrative Expense Amount and/or the Escrow Amount so distributed is insufficient to reimburse the Representative in full or if the Representative elects not to receive such reimbursement from the Administrative Expense Amount and/or the Escrow Amount); (iii) the Representative shall not owe any fiduciary duty or have any fiduciary responsibility or other obligation or duty of trust to any Stockholder of the Stockholders, any of the Optionholders, the Company, Parent, Holdco, Merger Sub or any of their respective Affiliates pursuant to this Agreement or any of the other Transaction Documents; and (iv) it shall, jointly and severally with each other Seller, defend, indemnify and hold harmless the Representative and its Affiliates (which shall not include the Company or any of its Subsidiaries for purposes of this Section 1.12(c)) and each of their respective officers, directors, managers, employees, stockholders, members, partners, employers, advisors, attorneys, owners, agents and representatives from and against all expenses (including fees and expenses of counsel), losses, claims, fines, liabilities, damages, judgments or amounts paid in settlement in respect of any threatened, asserted, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative, regulatory or investigative, based on, arising out of or relating to the event thatfact that such Person is or was a Representative hereunder (or is or was an Affiliate of the Representative, or an officer, director, manager, employee, stockholder, member, partner, employer, advisor, attorney, owner, agent or representative of the Representative or any such Affiliate) or arising out of acts or omissions of such Person in such capacity (including in respect of acts or omissions in connection with this Agreement or any of the other Transaction Documents, and the transactions contemplated hereby or thereby) except for, in the exercise of his, her or its reasonable judgmentany case, the gross negligence or willful misconduct of the Representative believes there as determined by a final and non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that the Representative will not be adequate resources available entitled to cover potential costs and expenses receive such indemnities (without limiting the right of the Representative to contest a claim made by Parent or Merger Sub. pursue any Seller individually for any such indemnities) (eA) The Representative shall receive reimbursement from, and be indemnified from, directly from the Escrow Account and the Indemnity Escrow Administrative Expense Account (to the extent of any funds are released therefrom pursuant to Section 3.4(btherein) for payment at any time the Representative shall so elect and/or (B) from any Escrow Account at any time when any portion of the Per Share Indemnity Escrow Release Amount is to be distributed to the Sellers, and the Representative is hereby authorized and empowered to apply any portion of the Administrative Expense Amount and/or to direct the Escrow Agent to release any applicable portion of the Escrow Amount to the StockholdersRepresentative to satisfy such indemnification obligations); provided, for any and all reasonable and documented out-of-pocket expenseshowever, charges and liabilitiesthat the obligation of the Sellers to indemnify the Representative shall not be altered, including attorneys’ feesimpaired, incurred by reduced or otherwise diminished if the Administrative Expense Amount and/or the Escrow Amount so distributed is insufficient to indemnify the Representative in full or if the performance or discharge of its duties pursuant Representative elects not to this Section 11.13, except for receive such indemnification from the Administrative Expense Account and/or any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”Escrow Account).

Representative. (a) The Person designated by By the Stockholders execution and delivery of this Agreement pursuant to Virginia Law, the Shareholders hereby irrevocably appoint the Representative as the representative, agent, proxy, and attorney in fact for all the Shareholders for all purposes under this Agreement including the full power and authority to act as Representative shall be on the agent and attorney-in-fact for each of Shareholders ‘ behalf: (i) to consummate the Stockholders to act as the Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders (with full power of substitution in the premises) executed in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by herewith (including pursuant to Section 4); (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby including: or executed in connection herewith (i) including pursuant to receive all payments owing to the Stockholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, Section 4 hereof); (iii) to act as receive and disburse to the representative Shareholders any funds received on behalf of the Stockholders to review and authorize all claims and disputes Shareholders under this Agreement or question the accuracy thereof, otherwise; (iv) to negotiate withhold any amounts received on behalf of the Shareholders to this Agreement or otherwise to satisfy any and compromise on all obligations or liabilities incurred by the Shareholders or the Representative in the performance of their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, duties hereunder; (v) to take such further actions as are authorized in execute and deliver any amendment or waiver to this Agreement and the other agreements agreements, instruments, and documents contemplated hereby, hereby or executed in connection herewith (without the prior approval of the Stockholders); and (vi) to take all other actions to be taken by or on behalf of the Shareholders in generalconnection with this Agreement (including pursuant to Section 4 hereof) and the other agreements, do all things instruments, and perform all actsdocuments contemplated hereby or executed in connection herewith. The Shareholders, including by executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificatesfurther agree that such agency and proxy are coupled with an interest, receiptsare therefore irrevocable without the consent of the Representative and shall survive the death, consentsincapacity, electionsbankruptcy, instructions dissolution or liquidation of any Shareholders. All decisions and other documents contemplated by, or deemed actions by the Representative shall be binding upon all of the Shareholders, and no Shareholders shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be necessary or desirable in connection with, determined solely by the express provisions of this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact The power of attorney granted by each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of pursuant to this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative Section 13.1 is an agency coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of any action taken Shareholders. (b) By the execution and delivery of this Agreement pursuant to Virginia Law, each Stockholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative and his agents and other representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the authority granted in terms of this Section 11.13 Agreement. (c) Neither the Representative nor any of his agents or other representatives shall be effective incur any liability to any Shareholders by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting intentional and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholderknowing fraud. The death Representative and his representatives shall have no liability in respect of any action, claim or incapacityproceeding brought against such Persons by any Shareholders, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or dissolution whether at law or other termination of existencein equity, of or otherwise, if such Persons took or omitted taking any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement action in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholdergood faith. (d) The Representative A majority-in-interest of the Shareholders may, by written consent, appoint a new representative as the Representative, with the prior consent of Buyer, not to be unreasonably withheld; provided that the consent of Buyer shall not be liable required if the new Representative is to any Stockholder be an Affiliate of the prior Representative. Notice together with a copy of the written consent appointing such new representative and bearing the signatures of Shareholders of a majority-in-interest of those Shareholders must be delivered to Buyer not less than 10 days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or to any other Person the date such consent is received by Buyer. For the purposes of this paragraph (other than Parent or Merger Subd), with respect to any action taken or omitted to be taken by the Representative in its role as 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 a “majority-in-interest of the Representative, and the Representative Shareholders” shall not be liable to any Stockholder mean Shareholders representing in the event that, in aggregate over 50% of the exercise percentage interests of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubIndemnity Holdback Amount. (e) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as Representative, or if the Representative resigns as the Representative, a majority-in-interest of the Shareholders 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 a majority-in-interest of the Shareholders must be delivered to Buyer. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Buyer. (f) The Representative shall receive reimbursement from, be entitled to recover from the Shareholders in accordance with their respective Allocation Percentage any fees and be indemnified fromexpenses that the Representative may incur in his capacity as such pursuant to this Agreement. In that regard, the Escrow Account and Representative shall be entitled to retain $200,000 of the Indemnity Escrow Account Preliminary Merger Consideration (to the extent any funds are released therefrom pursuant to Section 3.4(b“Expense Funds”) for as a reserve against the payment of expenses incurred in his capacity as the Per Share Indemnity Escrow Release Amount Representative, to be used by the Stockholders), for Representative to pay any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, expenses incurred by the Representative in such capacity. Upon the performance or discharge of its duties pursuant date at which the Representative determines, in his sole discretion, that the Representative will not incur any additional expenses in his capacity as the Representative, then the Representative will distribute the remaining unused Expense Funds, if any, to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”)Shareholders pro rata in proportion to their respective Allocation Percentages.

Representative. (a) The Person designated by the Stockholders to act 9.2.1 Appointment. Representative Services LLC is hereby appointed as Representative shall be the agent and attorney-in-fact for each of the Stockholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of represent the Stockholders (with full power of substitution in the premises) AirPatrol Shareholders in connection with such matters as are reasonably necessary any and all claims for indemnification that Acquiror or any other Indemnified Person may have against any AirPatrol Shareholder under Article 7 of this Agreement, any potential adjustment to the consummation Merger Consideration and any matter related to amount or payment of the transactions contemplated by this Agreement Earnout Payment. The Representative shall have full power and the other agreements contemplated hereby including: authority to (i) give and receive notices and communications to receive all payments owing to the Stockholders under this Agreement, or from Acquiror (iion behalf of itself or any other Indemnified Party) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including and/or the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative Agent relating to be necessary or desirable in connection with, this Agreement, the Escrow Agreement or any of the Contemplated Transactions and other agreements matters contemplated hereby or thereby; (ii) authorize release (including by means of not objecting to claims) to Acquiror of Holdback Shares from the Escrow Account; (iii) object to any claims pursuant to Section 7.13; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such AirPatrol Shareholders or by any such AirPatrol Shareholders against any Indemnified Party or any dispute between any Indemnified Party and any such AirPatrol Shareholders, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) make all decisions and actions relating to any adjustment to the Merger Consideration or the amount or payment of the Earnout Payment, (vii) amend this Agreement, the Escrow Agreement or any other related agreement or any other agreement referred to herein or therein. Parent contemplated hereby; (vii) take any and Merger Sub shall be entitled to (x) rely on such appointment all actions and to treat do any and all things which this Agreement specifies that the Representative as the duly appointed attorney-in-fact of each Stockholder can or shall do; and (yviii) assume that take all actions, decisions and determinations actions necessary or appropriate in the judgment of the Representative are fully authorizedfor the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Representative may resign at any time, and may be replaced from time to time by the the AirPatrol Shareholders holding a majority of the voting capital stock of AirPatrol immediately prior to the Effective Time of Merger I upon not less than ten days’ prior written notice to Acquiror and with Acquiror’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Representative. Notices given or communications to or from the Representative in accordance with after the provisions of this Agreement Closing shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment or from each of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such StockholderAirPatrol Shareholders. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholderaccepts its appointment hereunder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”).

Representative. (a) The Person designated Effective upon and by the Stockholders to act as Representative shall be the agent and attorney-in-fact for each virtue of the Stockholders to Member Approval, and without any further act of any of the Members or Optionholders, the Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Members and Optionholders for all purposes under this Agreement including the full power and authority on the Members’ and Optionholders’ behalf, subject to the terms and conditions of this Agreement: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to 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 Cash Proceeds contemplated by Section 3.03), (iii) to receive and disburse to, or caused to be received or disbursed to, any Member or Optionholder any funds received on behalf of such Member or Optionholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Members and Optionholders) any and all obligations or liabilities of any Member, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members and Optionholders) in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.03), (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 Member or Optionholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member or Optionholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Member and Optionholder. All decisions and actions by the Representative shall be binding upon each Member and Optionholder, and no Member or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) Effective upon and by virtue of the Member Approval, and without any further act of any of the Members or Optionholders, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Member and Optionholder severally (based on each Member’s and Optionholder’s Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members and Optionholders) in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Members and Optionholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Member or otherwise). (c) Neither the Representative nor any of its Non-Recourse Parties shall incur any liability to any Member or Optionholder by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative is and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Member or Optionholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Members and Optionholders) in connection with any obligation or liability of a Member or Optionholder in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), any such payments and empowered to act forthe reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Member and Optionholder severally (based on each Member’s and Optionholder’s Allocation Percentage), and on behalf ofnot jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, any or all of the Stockholders funds received or held by it on behalf of the Members and Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary including, for the consummation avoidance of doubt, any portion of the transactions contemplated by this Agreement and the other agreements contemplated hereby including: (iMerger Consideration) to receive all payments owing to one or more Members or Optionholders at any time after the Stockholders under this Agreementdate hereof, which such distribution(s) of funds may be different (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and (y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder. (d) The Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Escrow Account and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(botherwise) for payment each Member and Optionholder. Upon full reimbursement of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilitiescosts, including attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to this be distributed, all remaining funds held by it on behalf of the Members and Optionholders to the Members and Optionholders; provided, that to ensure compliance with Treasury Regulations Section 11.131.409A-3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that other Members may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). (e) Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be liable for any loss to any Member or Optionholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Entity. (f) Except as may have been expressly and specifically agreed to in writing by a Member or Optionholder, on the one hand, and Xxxxxx, Xxxxx & Xxxxxxx LLP, on the other hand, and except for the Representative, Sun Capital Partners, Inc. and their respective Affiliates (i) Xxxxxx, Xxxxx & Bockius LLP has not and is not representing, and shall not be deemed to have represented any liability imposed by Law for gross negligence Member or willful misconduct Optionholder in connection with the transactions contemplated hereby, and (ii) Xxxxxx, Xxxxx & Xxxxxxx LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Member or Optionholder in connection with the “Representative Expenses”)transactions contemplated hereby. Each Member and Optionholder agrees that Xxxxxx, Xxxxx & Bockius LLP may represent the Representative, Sun Capital Partners, Inc., and their respective Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Member or Optionholder and, in furtherance thereof, each Member and Optionholder consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to Xxxxxx, Xxxxx & Xxxxxxx LLP’s representation of the Representative, Sun Capital Partners, Inc., and their respective Affiliates in any matter related to the transaction completed hereby.