Common use of Securityholder Representative Clause in Contracts

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentages.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions For purposes of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including the Securityholders without any modifications, waivers or amendments thereto) further action on the Securityholders’ behalf in connection with this Agreement as part of any such parties, shall be deemed to have consented to the appointment of the Securityholder Representative, in its sole discretionas the attorney-in-fact for and on behalf of each such Securityholder, deems proper, (vi) to pay, release and/or distribute any or all of and the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust taking by the Securityholder Allocation Percentage Representative of any and all actions and the Reserve Account otherwise payable making of any decisions required or permitted to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions 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 Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. The Buyer is Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the acts proper person (and agreements shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative as is made pursuant to the acts and agreements terms of the SecurityholdersEngagement Agreement to be entered with the Securityholder Representative. The Securityholder Representative shall be entitled to retain counsel Securityholders acknowledge and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance the termination of its obligations under this Agreement, and all such fees and expenses incurred . The approval of this Agreement by the Securityholder Representative requisite vote or written consent of Stockholders shall also be borne pro rata by deemed to constitute approval of all arrangements relating to the Securityholders based transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon their respective initial Securityholder Allocation Percentagesthe Stockholders, including Article VII hereof.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxx as its agent and attorney-in-fact, as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersHoldback Participants, Optionholders and Bonus Recipients to take all actions under this Agreement that are to be taken by the Securityholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article VII, to give and receive notices and communications, to authorize payment to any Indemnified Party from the Holdback Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Holdback Participant, Optionholder or Bonus Recipient or by any such Holdback Participant, Optionholder or Bonus Recipient against any Indemnified Party or any dispute between any Indemnified Party and any such Holdback Participant, Optionholder or Bonus Recipient, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from specifically mandated by the Buyer monies payable to the Securityholders in accordance with the provisions terms of this Agreement. A vacancy in the position of Securityholder Representative may be filled by the holders of a two-thirds majority in interest of the Holdback Fund. In the event a vacancy in the position of Securityholder Representative exists for fifteen (15) or more days, (v) Parent shall have the right to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as petition a court of competent jurisdiction to appoint a replacement Securityholder Representative. No bond shall be required of the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall not receive any compensation for its services. Notices or communications to or from the Securityholder Representative shall constitute notice to or from the Holdback Participants, Optionholders and Bonus Recipients. This appointment of agency and this power of attorney is coupled with an interest and shall be borne pro rata irrevocable and shall not be terminated by any Stockholder or by operation of Law, whether by the Securityholders based upon their respective initial Securityholder Allocation Percentagesdeath or incapacity of any Stockholder that is an individual, termination of any trust or estate, the dissolution, liquidation or bankruptcy or any corporation, partnership or other entity or the occurrence of any other event, and any action taken by the Representative shall be as valid as if such death, incapacity, termination, dissolution, liquidation, bankruptcy or other event had not occurred, regardless of whether or not the Representative shall have received any notice thereof.

Securityholder Representative. (a) Each The parties have agreed that it is desirable to designate a representative to act on behalf of Blocker Holder and the Company Unitholders (the “Securityholders”). By voting in favor of the adoption of the Transactions or participating therein and receiving the benefits thereof, including the right to receive the consideration payable in connection herewith, each Securityholder shall be deemed to have approved the designation of, and hereby appoints ACAS designates, Shareholder Representative Services LLC as its representative, agent and attorney-in-fact for all purposes in connection with this Agreement and the agreements ancillary hereto (the “Securityholder Representative” ”). The Securityholders hereby designate Shareholder Representative Services LLC as the initial Securityholder Representative. The Securityholder Representative may resign at any time, and the Securityholder Representative may be removed by the affirmative vote of the Blocker Holder and persons which collectively owned more than fifty percent (50%) membership interests of the Company as of immediately prior to the Second Effective Time, voting together as a single class (the “Majority Holders”). In the event that a Securityholder Representative has resigned or been removed, a new Securityholder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Securityholder Representative. The Securityholder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement and the agreements ancillary hereto; provided, however, that the Securityholder Representative shall have no obligation to act as the agent on behalf of the Securityholders with except as expressly provided herein. Without limiting the generality of the foregoing, the Securityholder Representative shall have full power power, authority and discretion to, after the Second Effective Time (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute negotiate and enter into, into amendments to this Agreement for and on behalf of the Securityholders, (ii) give and receive notices and other communications relating to take all actions thereunder for this Agreement and the Transactions on their behalf, including but not limited behalf of the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided hereinSecurityholder, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actionsany actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and execute such documents (including any modifications, waivers disputes arising out of or amendments thereto) on the Securityholders’ behalf in connection with related to this Agreement as and the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) Transactions and (viiiiv) to perform take all of actions necessary or appropriate in the functions judgment of the Securityholder Representative under this Agreementfor the accomplishment of the foregoing, including with respect to any determination or dispute related to the Contingency Consideration. The Buyer is entitled Securityholder Representative shall have no liability to rely on NAC, ParentCo, Blocker, Merger Sub Corp, Merger Sub LLC, the acts and agreements Company or the Surviving Company or any Securityholder with respect to actions taken or omitted to be taken, except to the extent directly arising out of the Securityholder Representative as the acts and agreements of the SecurityholdersRepresentative’s gross negligence or willful misconduct. The Securityholder Representative shall be entitled to retain counsel engage such counsel, experts and to incur such reasonable expenses (including court costs other agents and reasonable attorney’s fees and expenses) consultants as the Securityholder Representative deems to be reasonably it shall deem necessary or appropriate in connection with exercising its performance powers and performing its function hereunder and shall be entitled to conclusively rely on the opinions and advice of such persons and shall have no liability for such reliance. The Securityholder Representative shall be entitled to reimbursement solely from the Securityholders (pro rata in proportion to Cash Consideration and ParentCo Common Shares issuable to such Securityholder at the Closing as set forth on the Payment Spreadsheet) for all reasonable expenses, disbursements and advances (including fees and disbursements of its obligations under this Agreementcounsel, experts and all such fees other agents and expenses consultants) incurred by the Securityholder Representative shall be borne Representative. The Securityholders will (pro rata in proportion to Cash Consideration and ParentCo Common Shares issuable to such Securityholder at the Closing as set forth on the Payment Spreadsheet) indemnify, defend and hold harmless the Securityholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Securityholder Representative’s execution and performance of this Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Securityholder Representative, the Securityholder Representative will reimburse each Securityholder (pro rata in proportion to Cash Consideration and ParentCo Common Shares issuable to such Securityholder at the Closing as set forth on the Payment Spreadsheet) the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Securityholder Representative by the Securityholders, any such Representative Losses may be recovered by the Securityholder Representative from the funds in the Expense Fund; provided, that while this section allows the Securityholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Securityholder Representative under this section. The Securityholders acknowledge and agree that the foregoing indemnities will survive the Closing, the resignation or removal of the Securityholder Representative or the termination of this Agreement. Upon the Closing, the Company will wire an amount of $200,000 (the “Expense Fund”) to the Securityholder Representative, which will be used for the purposes of paying directly, or reimbursing the Securityholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Securityholder Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder 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 Securityholder Representative’s responsibilities, the Securityholder Representative will deliver any remaining balance of the Expense Fund to the Exchange Agent for further distribution to the Securityholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Securityholders based upon their respective initial Securityholder Allocation Percentagesat the time of Closing.

Securityholder Representative. For purposes of this Agreement, the Escrowed Stockholders, without any further action on the part of any such Escrowed Stockholder, shall be deemed to have consented to the appointment of Hope Xxxxxxx xx the representative of such Escrowed Stockholders (a) Each the "Securityholder hereby appoints ACAS Representative"), as the “attorney-in-fact for and on behalf of each such Escrowed Stockholder, and the taking by the Securityholder Representative” Representative of any and all actions and the making of any decisions required or permitted to act as be taken by her under this Agreement, including the agent exercise of the Securityholders with the full power to (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in execute this Article 11Agreement, (ii) to execute and enter intovote Parent Shares held in the Escrow Fund, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) only in connection accordance with Losses as provided herein, each Escrowed Stockholder's written instructions; (iii) authorize delivery to negotiate and/or settle all claims under this AgreementParent of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (iv) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreementsuch Indemnification Claims, (v) resolve any Indemnification Claims and (vi) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Securityholder Representative has unlimited authority and power to otherwise take such act on behalf of each Escrowed Stockholder with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Escrowed Stockholders will be bound by all actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on taken by the Securityholders’ behalf Securityholder Representative in connection with this Agreement as the Securityholder RepresentativeAgreement, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is Parent shall be entitled to rely on the acts and agreements any action or decision of the Securityholder Representative as the acts and agreements of the SecurityholdersRepresentative. The Securityholder Representative shall be entitled will incur no liability with respect to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary any action taken or appropriate suffered by her in connection with its performance of its obligations under this Agreementreliance upon any notice, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentages.direction, instruction, consent, statement or other document believed

Securityholder Representative. (a) Each Securityholder a)Fortis Advisors LLC is hereby appoints ACAS appointed as of the date hereof as the “Securityholder Representative” to act exclusive agent and attorney in fact of the Company Securityholders as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts Securityholder Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersCompany Securityholders to give and receive notices and communications in connection with this Agreement and related matters, including in connection with claims for indemnification under this Article IX and to agree to, negotiate, and enter into settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. The Buyer is entitled Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to rely act on behalf of the acts Company Securityholders, except as expressly provided herein and agreements in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Securityholder Representative as in any ancillary agreement, schedule, exhibit or the acts and agreements of Company Disclosure Schedule. Such agency may be changed by the Securityholders. The Securityholder Representative shall be entitled Company Securityholders from time to retain counsel and time upon not less than ten (10) days prior written notice to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as Parent; provided, that the Securityholder Representative deems may not be removed unless a majority of the Company Securityholders (as determined by the respective Indemnity Pro Rata Shares) agree in writing to such removal and to the identity of the substituted agent. A vacancy in the position of the Securityholder Representative may be reasonably necessary filled by a majority of the Company Securityholders (as determined by the respective Indemnity Pro Rata Shares). The immunities and rights to indemnification shall survive the resignation or appropriate in connection with its performance removal of its obligations under Securityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement, and all such fees and expenses incurred by . No bond shall be required of the Securityholder Representative. Notices or communications to or from the Securityholder Representative shall be borne pro rata by constitute notice to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesCompany Securityholders.

Securityholder Representative. Each of the Securityholders hereby irrevocably constitutes, designates and appoints Xxxxxxx Xxxxxxxx as the sole representative, agent and attorney for and on behalf of each Securityholder and each Securityholder Group Member (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i”) to resolve (a) represent and act for it, him or her for all questionspurposes relating to, disputesmake any and all determinations and agreements in connection with, conflicts and controversies concerning Losses as provided take or refrain from taking any other actions for and on his, her or its behalf pursuant to, this Agreement, any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement, (b) give and receive notices and communications, organize or assume defense of third-party claims, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to third-party claims including pursuant to Article VIII and Sections 9.19 and 9.20, (c) take or refrain from taking any other actions specified in this Article 11Agreement, any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement to be taken by any Securityholder, the Securityholder Representative or any Securityholder Group Member, (iid) to execute and enter into, on behalf of authorize releases from the SecurityholdersEscrow Account, and (e) to take all actions thereunder necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders foregoing in accordance with the terms and provisions of this Agreement, any Securityholder Ancillary Agreement (vother than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement. Any decision, act, consent, agreement or instruction of the Securityholder Representative shall constitute a decision, act, consent, agreement or instruction of each Securityholder and each Securityholder Group Member and shall be final, binding and conclusive and Parent may rely upon the same. This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of the Securityholders or by operation of law, whether by death or incapacity of any Securityholder or by the occurrence of any other event. Each Securityholder hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Securityholder Representative pursuant to this Section 9.23. If Xxxxxxx Xxxxxxxx or any successor to such person as the Securityholder Representative dies or is unwilling or unable to serve as the Securityholder Representative, then the Securityholders hereby agree that Xxxxxxx XxxXxxxxx shall be appointed as the successor to act as the Securityholder Representative. Notices or communications to or from the Securityholder Representative hereunder shall constitute notice to or from each of the Securityholders. Each Securityholder shall, in proportion to such Securityholder’s respective Securityholder Percentage (other than any matters involving less than all of the Securityholders for which the applicable Securityholders shall bear their respective pro rata share of such costs and expenses), pay or reimburse the Stockholder Representative, upon presentation of an invoice, for all costs and expenses of the Stockholder Representative (including, without limitation, fees and expenses of counsel to the Stockholder Representative) in connection with: (i) the enforcement of this Agreement and/or any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement and/or the protection or preservation of the rights of each Securityholder and/or the Securityholders against Parent, or any of their respective assets, and (ii) any amendment, modification or waiver of any of the terms of this Agreement and/or any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement (whether or not any such amendment, modification or waiver is signed or becomes effective) (collectively, the “Securityholder Representative Expenses”). Such amounts shall first be paid out of an advance amount equal to otherwise take One Million Dollars ($1,000,000) (together with any interest thereon, the “Advance Amount”), which will be delivered by Parent to the Securityholder Representative at Closing as a deduction from the Estimated Cash Closing Consideration and which the Securityholder Representative may maintain in a separate account for application under this Section 9.23. Any portion of the Advance Amount remaining after final settlement of the Contingent Payment pursuant to Section 2.8 and payment of the Securityholder Representative Expenses shall be distributed to the Securityholders in proportion to their respective Securityholder Percentages. In addition, the Securityholder Representative may reduce any amounts distributed under the Escrow Agreement to the Securityholders for any amounts due by the Securityholders under this Section 9.23. The Securityholder Representative shall not be liable to any Securityholder for any action or omission taken or omitted to be taken by the Securityholder Representative in good faith under this Agreement, and each Securityholder, in proportion to their respective Securityholder Percentages (other than any claims involving less than all of the Securityholders for which the applicable Securityholders shall bear their respective pro rata share of such costs and expenses), for itself and for his, her or its heirs, executors, legal representatives and assigns, hereby agrees to indemnify and hold harmless the Securityholder Representative from and against any and all claims that may arise against the Securityholder Representative by reason of the Securityholder Representative’s actions or inactions hereunder in its capacity as the Securityholder Representative (except in the case of fraud or refrain from taking actions) and execute such documents (including any modifications, waivers intentional or amendments thereto) willful misconduct on the Securityholders’ behalf in connection with this Agreement as part of the Securityholder Representative) or against the Securityholder Representative, in its sole discretioncapacity as such, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches by reason of such Securityholder’s representationsfraud, warrantiesmisrepresentation, covenants breach of representation or agreements hereunderwarranty or non-fulfillment of any obligation of such Securityholder contained in this Agreement. In the event any Securityholder (a “Defaulting Securityholder”) and fails to indemnify the Securityholder Representative within sixty (viii60) days of the date of demand by the Securityholder Representative for such indemnity, the other Securityholders shall, in proportion to perform their respective Securityholder Percentages (other than any claims involving less than all of the functions Securityholders for which the applicable Securityholders shall bear their respective pro rata share), make such indemnity payment and shall be subrogated to the rights of the Securityholder Representative under this Agreementagainst the Defaulting Securityholder to the extent of such payments. The Buyer is entitled Notwithstanding anything to rely on the acts and agreements contrary set forth herein, if any of the Securityholder Representative as loans made by the acts and agreements of Company to directors, officers or employees described in Section 3.2(k) are not repaid within seven (7) days after the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this AgreementClosing Date, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by purchase from the Securityholders based upon their respective initial Securityholder Allocation PercentagesSurviving Corporation, using funds from the Advance Amount, each such loan which is not so repaid, for an amount equal to the aggregate principal amount thereof. [Signature pages follow.]

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions For purposes of this Agreement, (v) the Company and each Securityholder by virtue of the adoption and approval of this Agreement and approval of the Mergers and/or acceptance of any consideration pursuant to otherwise take such actions (this Agreement or refrain by approving of and adopting this Agreement, the Mergers and the Transaction Documents by the Required Stockholder Vote or the Letter of Transmittal and receiving the benefits thereof, have constituted, appointed and empowered effective from taking actions) and execute such documents (including any modificationsafter the date thereof the Securityholder Representative, waivers or amendments thereto) for the benefit of the Securityholders and as the exclusive agent and attorney-in-fact to act on the Securityholders’ behalf of each Securityholder, in connection with and to facilitate the consummation of the transactions contemplated by this Agreement, which shall include the power and authority to: (i) execute this Agreement and other agreements, documents and certificates pursuant to such agreements, including all amendments to this Agreement and such agreements, and take all actions required or permitted to be taken under this Agreement and such agreements; (ii) negotiate, execute and deliver such waivers, consents and amendments as the Securityholder Representative, in its sole discretion, deems proper, may deem necessary or desirable; (viiii) authorize or object to delivery to Parent of cash from the Adjustment Escrow Account; (iv) to paydeduct and/or hold back any funds that may be payable to the Securityholder Representative pursuant to the terms of this Agreement and the Escrow Agreement in order to pay any amount that may be payable by such Securityholder hereunder, release in each case on a basis consistent with their Allocable Percentage of such funds; (v) enforce and protect the rights and interests of the Securityholder and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein and therein, and to take any and all actions which the Securityholder Representative believes are necessary or appropriate under this Agreement for and on behalf of the Securityholders, including consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Company and their respective Representatives regarding such claims, and, in connection therewith, to: (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent, the Company or any other Person, or by any Governmental Authority against the Securityholder Representative and/or distribute any of the Securityholders, and receive process on behalf of any or all of the Reserve Account Securityholders in any such claim, action, proceeding or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of investigation and compromise or settle on such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) terms as the Securityholder Representative deems shall determine to be reasonably necessary appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or appropriate in connection with its performance investigation; (C) file any proofs of its obligations debt, claims and petitions as the Securityholder Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Securityholder Representative shall not have any obligation to take any such actions, and all shall not have any liability for any failure to take any such fees actions; and (F) use the Expense Fund Amount to satisfy any expenses incurred by the Securityholder Representative in connection with fulfilling its obligations hereunder from and after the Closing Date; (vi) refrain from enforcing any right of the Securityholders arising out of or under or in any manner relating to this Agreement; provided, however, that no such failure to act on the part of the Securityholder Representative, except as otherwise provided in this Agreement, shall be borne pro rata deemed a waiver of any such right or interest by the Securityholder Representative or by the Securityholders based upon their respective initial unless such waiver is in writing signed by the waiving party or by the Securityholder Allocation PercentagesRepresentative; (vii) make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Securityholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (viii) engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Securityholders in connection with any matter arising under this Agreement; and (ix) collect, hold and disburse the Expense Fund Amount and any other amounts due and payable to the Securityholder Representative for the benefit of the Securityholders, in accordance with the terms of this Agreement.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS Immediately upon the approval of this Agreement by the Company Holder Approval, each Holder shall be deemed to have consented to the appointment of Shareholder Representative Services LLC as the Holders’, Optionholders’ and Warrantholder’s representative and attorney-in-fact (the “Securityholder Representative” ”), with full power of substitution to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersHolders, Optionholders and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable Warrantholder to the Securityholders extent and in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf manner set forth in connection with this Agreement as and the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Escrow Agreement. The Buyer is entitled to rely on the acts All decisions, actions, consents and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred instructions by the Securityholder Representative shall be borne pro rata binding upon all of the Holders, Optionholders and Warrantholder and no such Person shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Parent and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Securityholder Representative as being the decision, action, consent or instruction of the Holders, Optionholders and Warrantholder, and the Parent and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. Notwithstanding anything in this Section 2.15 to the Securityholders based upon their respective initial contrary, unless Holders, Optionholders and Warrantholder holding a majority of the aggregate Fully Diluted Share Number as of the Effective Time (the “Majority Holders”) shall have notified Parent and the Securityholder Allocation PercentagesRepresentative in writing to the contrary, the Securityholder Representative shall not be empowered or authorized to act as the Holders’, Optionholders’ or Warrantholder’s agent or attorney-in-fact with respect to any claim for indemnification made pursuant to Article VIII to the extent such claim seeks recovery from the Holders, Optionholders and Warrantholder directly.

Securityholder Representative. (a) Each Securityholder Nerveda, LLC is hereby appoints ACAS appointed, authorized and empowered to act as the “Securityholder Representative” , for the benefit of each Escrow Participant, as the exclusive agent and attorney-in-fact to act on behalf of each Escrow Participant in connection with, and to facilitate the consummation of, the Transactions, to take any and all actions and make any and all decisions required or permitted to be taken or made by the Securityholder Representative under this Agreement or the Escrow Agreement, including the exercise of the right to (i) give and receive notices and communications under Section 6 or the Escrow Agreement; (ii) authorize delivery to Parent of a number of shares of Escrowed Securities from the Escrow Fund in satisfaction of claims for indemnification made by Parent under Section 6; (iii) object to claims for indemnification made by Parent under Section 6; (iv) agree to, negotiate, enter into settlements and compromises of and comply with mediation awards and court orders with respect to claims for indemnification made by Parent under Section 6; (v) grant any consent, waiver or approval on behalf of the Escrow Participants under this Agreement; and (vi) take all actions necessary or appropriate in the good faith judgment of the Securityholder Representative for the accomplishment of the foregoing. Each Escrow Participant irrevocably appoints the Securityholder Representative as the sole representative of the Escrow Participants to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) such Escrow Participants in connection with Losses as the foregoing. The grant of authority provided hereinfor herein is coupled with an interest and shall be irrevocable and survive the death, (iii) incompetency, bankruptcy or liquidation of any Escrow Participant and shall survive the consummation of the Merger and the Transactions. The Securityholder Representative may resign at any time by notice to negotiate and/or settle all claims under this AgreementParent and the identity of the Securityholder Representative may be changed, (iv) and a successor Securityholder Representative may be appointed, from time to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents time (including in the event of the resignation or the death, disability or other incapacity of the Securityholder Representative) by Escrow Participants whose aggregate Participation Percentages exceed 50%, and any modifications, waivers or amendments thereto) on such successor shall succeed the Securityholders’ behalf in connection with this Agreement Securityholder Representative as Securityholder Representative hereunder. No bond shall be required of the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreementshall receive no compensation for its services. The Buyer is entitled to rely on From and after the acts and agreements Effective Time, a decision, act, consent or instruction of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata final, binding and conclusive upon each Escrow Participant and may be relied upon by the Securityholders based upon their respective initial Securityholder Allocation PercentagesParent.

Securityholder Representative. (a) Each Securityholder By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company Securityholders shall be deemed to have approved the designation of, and hereby appoints ACAS designates, Shareholder Representative Services LLC as the “Securityholder Representative” Representative under the terms set forth herein, and as its agent and attorney-in-fact to act as give and receive notices and communications, to authorize payment to any Indemnified Parties from the agent Escrow Fund in satisfaction of claims by such Indemnified Parties pursuant to Section 8.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Parties against any Company Securityholder or by any such Company Securityholder against any Indemnified Parties or any dispute between any Indemnified Parties and any such Company Securityholder, in each case relating to this Agreement or the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholderstransactions contemplated hereby, and to take all other actions thereunder for and on their behalf, including but not limited that are necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative for the accomplishment of the Securityholder Representative’s responsibilities under this AgreementAgreement and to otherwise effectuate the transactions contemplated hereby. The Buyer is entitled to rely on the acts and agreements Securityholder Representative may be removed by written consent of the holders of a majority of the Company Capital Stock immediately prior to the Effective Time agreeing to such removal and to the identity of the substituted agent. If the Securityholder Representative shall die, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of the holders of a majority of Company Capital Stock immediately prior to the Effective Time), within ten (10) days after such death, disability, resignation or inability, appoint a successor to the Securityholder Representative and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the former Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the hereunder. If for any reason there is no Securityholder Representative deems at any time, all references herein to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata deemed to refer to the Company Securityholders. Notwithstanding the foregoing, a vacancy in the position of Securityholder Representative may be filled by the holders of a majority of the Company Capital Stock immediately prior to the Effective Time. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive any compensation for its services other than pursuant to the terms of the Securityholder Representative Agreement entered into between Shareholder Representative Services LLC, the Company and certain of the Company Securityholders based upon their respective initial on or about the date hereof. After the Effective Time, notices or communications to or from the Securityholder Allocation PercentagesRepresentative shall constitute notice to or from the Company Securityholders.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions For purposes of this Agreement, the Paying Agency Agreement, the Registration Rights Agreement, and the other ancillary agreements, documents and certificates pursuant to such agreements, including all waivers and amendments to such agreements, documents and certificates (v) to otherwise take such actions (or refrain from taking actions) collectively, the “Transaction Documents”), the Transactions and execute such documents (including in any modificationsAction involving the Transaction Documents, waivers or amendments thereto) each Company Indemnifying Party shall, without any further action on the Securityholders’ behalf in connection with this Agreement as part of any such Company Securityholder, be deemed to have consented to the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements appointment of the Securityholder Representative as the acts representative of such Company Securityholder, as the attorney-in-fact for and agreements on behalf of each such Company Securityholder in accordance with the terms of its engagement as the representative of the Company Securityholders, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by them under or contemplated by the Transaction Documents in each case, as applicable. The In connection therewith, the Securityholder Representative shall have the power and authority, on behalf of the Company Securityholders, as applicable, to: (i) execute and deliver the Transaction Documents (it being understood that no amendment shall be entitled made which by Law requires further approval by the Company Stockholders without such further approval), and take all actions required or permitted to retain counsel be taken under the Transaction Documents; (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such indemnification or other claims; (iii) act for the Company Indemnifying Parties (regardless of whether any such Company Indemnifying Party votes in favor of the adoption and approval of this Agreement and the approval of the Merger) with regard to all matters pertaining to indemnification pursuant to this Article VI, including the power to compromise any indemnification claim on behalf of the Company Indemnifying Parties and to incur such reasonable expenses transact matters of litigation or other claims; (iv) give, receive and forward all notices and communications required to be given or received by the Company Securityholders under the Transaction Documents and in connection with any of the transactions and other matters contemplated hereby or thereby (including court costs the Transactions), including receiving service of process in connection with any claims under this Agreement and reasonable attorney’s fees the Paying Agency Agreement; (v) engage attorneys, accountants, financial and expensesother advisors and other Persons (including the Paying Agent) as necessary or appropriate (at the expense of the Company Securityholders), in the sole discretion of the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its the performance of its obligations duties under this Agreement, and all such authorizing and directing the disbursement of funds to pay the fees and expenses incurred of such Persons (including, for the avoidance of doubt, by directing the disbursement of a portion of any Milestone Payment or Revenue Payment payable to the Company Securityholders pursuant to this Agreement to pay the fees and expenses of such Persons prior to disbursing the remaining amount of such Milestone Payment or Revenue Payment to the Company Securityholders); and (vi) take all actions or refrain from doing any further act or deed on its own behalf or on behalf of the Company Securityholders that the Securityholder Representative deems necessary or appropriate in its discretion relating to the subject matter of the Transaction Documents, as fully and completely as the Company Securityholders could do if personally present. Shareholder Representative Services LLC, a Colorado limited liability company, hereby accepts its appointment as the Securityholder Representative. The Securityholder Representative is authorized by each Company Securityholder to act on such holder’s behalf as required under the Transaction Documents. The Securityholder Representative may resign or be replaced in accordance with the terms of its engagement as the representative of the Company Securityholders and the newly appointed Securityholder Representative shall deliver written notice thereof to Parent and the Paying Agent (together with reasonable evidence thereof). Such substituted representative shall be deemed to be the Securityholder Representative for all purposes of the Transaction Documents. Such removal and appointment shall be effective upon the later of the date indicated in the written consent or the date such written consent is received by Parent and the Paying Agent. All decisions and actions by the Securityholder Representative shall be borne pro rata by binding upon all Company Securityholders, and no Company Securityholders shall have the Securityholders based upon their respective initial Securityholder Allocation Percentagesright to object, dissent, protest or otherwise contest the same.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent By virtue of executing this Agreement by each of the Securityholders with and without any further action of any of the full power (i) Securityholders or the Company, each of the Securityholders shall be deemed to resolve all questionshave agreed to irrevocably appoint Fortis Advisors LLC as such Securityholder’s true, disputesexclusive, conflicts and controversies concerning Losses lawful agent and attorney-in-fact, as provided in this Article 11, (ii) to execute the Securityholder Representative for and enter into, on behalf of the Securityholders, to take all actions under this Agreement, the Escrow Agreement or the Securityholder Representative Engagement Agreement that are to be taken by the Securityholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to take actions necessary to give effect to the Acquisition, to negotiate payments due pursuant to this Article IX, to give and receive notices and communications, to authorize payment to any Buyer Indemnified Person from the Indemnity Escrow Fund in satisfaction of claims by any Buyer Indemnified Person, to authorize payment to Buyer from the Adjustment Escrow Fund, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Person against any of the Securityholders or by any of the Securityholders against any Buyer Indemnified Person or any dispute between any Buyer Indemnified Person and any of the Securityholders, in each case relating to this Agreement or the transactions contemplated in this Agreement, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under specifically mandated by the terms of this Agreement, (iv) to receive from the Buyer monies payable Escrow Agreement or the Securityholder Representative Engagement Agreement, in each case subject to the Securityholders limitation set forth in this Section 9.5 or otherwise in this Agreement and in accordance with the provisions terms hereof, and Fortis Advisors LLC hereby accepts such appointment. Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to act on behalf of the Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Securityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Securityholder Representative’s appointment shall survive the death, incapacity, adjudication of incompetence or insanity, or dissolution or bankruptcy, of any Securityholder. Such agency may be changed by the Securityholders from time to time upon not less than thirty (30) days’ prior written notice to Buyer; provided, however, that the Securityholder Representative may not be removed unless Securityholders representing the holders of at least a two-thirds interest of the Indemnity Escrow Fund agree to such removal and to the identity of the substituted agent. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. In the event of a vacancy in the position of Securityholder Representative, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf role shall be temporarily filled by the Securityholders holding a majority in connection with this Agreement as interest of the Indemnity Escrow Fund. No bond shall be required of the Securityholder Representative. Notices or communications to or from the Securityholder Representative shall constitute notice to or from all the Securityholders. The powers, in its sole discretionimmunities and rights to indemnification granted to the Securityholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, deems properincompetence, bankruptcy or liquidation of any Securityholder and shall be binding on any successor thereto, and (viii) to pay, release and/or distribute shall survive the delivery of an assignment by any or all Securityholder of the Reserve Account whole or otherwise to pay Losses hereunderany fraction of his, each her or its interest in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants Indemnity Escrow Fund or agreements hereunder) and (viii) to perform all of the functions of Additional Consideration. All actions taken by the Securityholder Representative under this Agreement. The Buyer is entitled , the Escrow Agreement or the Securityholder Representative Engagement Agreement shall be binding upon each Securityholder and such Securityholder’s successors as if expressly confirmed and ratified in writing by such Seller, and all defenses which may be available to rely on any Securityholder to contest, negate or disaffirm the acts and agreements action of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate taken in connection with its performance of its obligations good faith under this Agreement, and all such fees and expenses incurred by the Escrow Agreement or the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation PercentagesEngagement Agreement are waived.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent By virtue of the Securityholders with approval of this Agreement by the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf requisite vote or written consent of the SecurityholdersStockholders and the terms of the Support Agreements, the Option Surrender Agreements and Warrant Surrender Agreements, each Indemnifying Party shall be deemed to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable have consented to the Securityholders in accordance with the provisions appointment of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement Fortis Advisors LLC as the Securityholder Representative, as the exclusive agent and attorney-in-fact for and on behalf of each such Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to: (i) execute and deliver this Agreement any amendment thereof or waiver thereunder; (ii) authorize delivery to Parent of amounts in its sole discretionsatisfaction of any Adjustment Escrow Amount; (iii) authorize delivery to Parent of amounts in satisfaction of Indemnification Claims; (iv) agree to, deems propernegotiate, enter into settlements and compromises of and comply with Orders and awards of arbitrators with respect to Indemnification Claims; (v) resolve any Indemnification Claims; (vi) to payadminister the Relinquishment Agreements, release and/or distribute including resolving any or claims thereunder, and (vii) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the Reserve Account other terms, conditions and limitations of this Agreement, the Securityholder Representative Engagement Agreement and the Relinquishment Agreements. Accordingly, the Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Relinquishment Agreements. Notwithstanding the foregoing, the Securityholder 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 Securityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Securityholders, and such Indemnifying Party’s successors as if expressly confirmed and ratified in writing by such Indemnifying Party, will be bound by all actions taken by the Securityholder Representative in connection with this Agreement, the Securityholder Representative Engagement Agreement and the Relinquishment Agreements, and all defenses which may be available to any Indemnifying Party to contest, negate or disaffirm the action of the Securityholder Representative taken in good faith under this Agreement, the Escrow Agreement or the Securityholder Representative Engagement Agreement are waived. Parent shall be entitled to rely on any action or decision of the Securityholder Representative. Certain Indemnifying Parties have entered into an engagement agreement (the “Securityholder Representative Engagement Agreement”) with the Securityholder Representative to provide direction to the Securityholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Securityholder Representative Engagement Agreement (such Indemnifying Party, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Representative Group”) will incur any Liability with respect to any action taken or suffered by the Securityholder Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Securityholder Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the Securityholder Representative’s own intentional misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Relinquishment Agreements, the Securityholder Representative may: (i) rely on the advice of counsel, and the Securityholder Representative will not be liable to Securityholders or Key Employees for anything done, omitted or suffered in good faith by the Securityholder Representative based on such advice, (ii) rely upon the Closing Spreadsheet, (iii) rely upon any signature believed by it to be genuine, and (iv) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. If and to the extent any such appointment of the Securityholder Representative is revoked, such revocation shall be considered a breach of this Agreement and Parent shall be entitled to any such resulting Losses from such revocation. Each Indemnifying Party shall indemnify, defend and hold harmless the Securityholder Representative Group against such Indemnifying Party’s Pro Rata Portion of 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 and costs in connection with seeking recovery from insurers) (collectively, the “Representative Losses”) arising out of or in connection with the Securityholder Representative’s execution and performance of this Agreement and the other Transaction Documents, in each case as such Representative Loss is suffered or incurred; provided, however, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by gross negligence or intentional misconduct of the Securityholder Representative, the Securityholder Representative will reimburse the Indemnifying Parties the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or intentional misconduct. If not paid directly to the Securityholder Representative by the Indemnifying Parties, any such Representative Losses may be recovered by the Securityholder Representative from the Expense Fund; provided that while this Section 7.3(a) allows the Securityholder Representative to be paid from the Expense Fund, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to pay Losses hereunderthis Agreement, each the Escrow Agreement, the Securityholder Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Representative shall not be required to take any action unless the Securityholder Representative has been provided with funds, security or indemnities which, in its sole discretiondetermination, (vii) are sufficient to adjust protect the Securityholder Allocation Percentage Representative against the costs, expenses and liabilities which may be incurred by the Securityholder Representative in performing such actions. The Indemnifying Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Reserve Account otherwise payable to Securityholder Representative or any particular Securityholder as a result member of the payment Advisory Group and the Closing and/or the termination of Losses resulting from breaches this Agreement. The initial Securityholder Representative may appoint a successor Securityholder Representative, and such appointment shall become effective upon written notice to Parent. The Securityholder Representative may be removed by action of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all Indemnifying Parties who collectively held a majority of the functions Shares that were issued and outstanding as of immediately prior to the Effective Time. In the event of the resignation, removal, death or incapacity of the Securityholder Representative, a successor Securityholder Representative shall thereafter be appointed by vote or written consent of a majority of the Indemnifying Parties. Any new or successor Securityholder Representative will assume all rights and obligations of the initial Securityholder Representative under this Agreement. The Buyer is entitled powers, immunities and rights to rely on the acts and agreements of indemnification granted to the Securityholder Representative as Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the acts death, incompetence, bankruptcy or liquidation of any Indemnifying Party and agreements shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as whole or any fraction of his, her or its interest in the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation PercentagesIndemnity Escrow Fund.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS Immediately upon the approval of this Agreement by the Company Holder Approval, each Holder shall be deemed to have consented to the appointment of Fortis Advisors LLC as the Holders’, Optionholders’ and Warrantholder’s representative and attorney-in-fact (the “Securityholder Representative” to act ”), as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts attorney-in-fact for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholderseach such Holder, Optionholder and Warrantholder, and to take the taking by the Securityholder Representative of any and all actions thereunder for and on their behalf, including but not limited the authorization making of payments from the Reserve Account (including any increase thereof pursuant decisions required or permitted to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) execute and deliver this Agreement and the Escrow Agreement and, in each case, any amendment thereof or waiver thereunder, (b) authorize delivery to the Parent of the Escrow Amount, or any portion thereof, in satisfaction of claims for indemnification hereunder, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to claims for indemnification hereunder, (d) resolve any claims for indemnification hereunder and take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Securityholder Representative has unlimited authority and power to act on behalf of each Holder, Optionholder and Warrantholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all claims for indemnification hereunder, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreement. The Buyer is Holders, Optionholder and Warrantholder will be bound by all actions taken by the Securityholder Representative in connection with this Agreement or the Escrow Agreement, and the Parent shall be entitled to rely on the acts and agreements any decision, action, consent or instruction of the Securityholder Representative as being the acts and agreements decision, action, consent or instruction of the Securityholders. The Securityholder Representative shall be entitled to retain counsel Holders, Optionholders and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this AgreementWarrantholder, and all the Parent and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentagesdecision, act, consent or instruction.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as By virtue of execution and delivery of a Joinder Agreement, and the “Securityholder Representative” to act as adoption of this Agreement and the agent approval of the Securityholders with Merger by the full power (i) to resolve all questionsCompany Securityholders, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf each of the Securityholders, and Company Securityholders shall be deemed to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant have agreed to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement appoint Shareholder Representative Services LLC as the Securityholder Representative, to act as its, his or her exclusive agent and attorney-in-fact with the authority (but subject to the limitations on authority set forth in its sole discretion, deems proper, this Agreement) to: (vii) give and receive notices and communications to pay, release and/or distribute or from Acquiror or any other Acquiror Indemnified Party relating to this Agreement or all any of the Reserve Account transactions and other matters contemplated hereby or otherwise thereby (except to pay Losses hereunder, each in its sole discretion, the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by the Company Securityholders individually); (viiii) authorize Acquiror to adjust the Securityholder Allocation Percentage retain and set-off against all or any portion of the Reserve Account otherwise payable Total Earnout Consideration in satisfaction of claims requiring payment to any particular Securityholder as a result Acquiror Indemnified Party (including Acquiror on behalf of itself or any other Acquiror Indemnified Party), including by not objecting to such claims; (iii) object to any claims for indemnification, compensation, or reimbursement under this Article VIII, including those directly against Seller Indemnifying Parties; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and represent the interests of the payment of Losses resulting from breaches of such Securityholder’s representationsSeller Indemnifying Parties in any dispute relating to, warrantiesand comply with Orders with respect to, covenants any claims for indemnification, compensation, or agreements hereunder) reimbursement under this Article VIII; and (viiiv) to perform take all of actions necessary or appropriate in the functions judgment of the Securityholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; provided, however, that for clarity, in no event shall the Securityholder Representative, through such settlements and compromises, or otherwise, increase any Seller Indemnifying Party’s indemnification obligations beyond that expressly contemplated by this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled only have the power and authority to retain counsel act regarding matters pertaining to the Company Securityholders as a group and not individually, and shall not have power or authority to incur treat any particular Company Securityholder in a manner different from any other Company Securityholder (except as consistent with such reasonable expenses (including court costs Company Securityholder’s Closing Pro Rata Portion or Overall Pro Rata Portion). The Securityholder Representative shall not have any power or authority to bind any Company Securityholder to any obligations or restrictions applicable to such Company Securityholder beyond the subject matter of an Indemnifiable Matter, the determination of the Final Total Closing Cash Consideration and reasonable attorney’s fees and expenses) the determination of Total Earnout Consideration. The Person serving as the Securityholder Representative deems may be replaced from time to be reasonably necessary or appropriate time by a vote of the Persons then holding an Overall Pro Rata Portion greater than two-thirds (2/3) of the aggregate of all Overall Pro Rata Portions. The Securityholder Representative may resign at any time in connection accordance with its performance the terms of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by Representative’s engagement letter. [***] Confidential treatment has been requested for the Securityholders based upon their respective initial Securityholder Allocation Percentagesbracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval and adoption of this Agreement by the requisite consent of the Company Securityholders, each of the Company Securityholders (other than such Company Securityholders, if any, who have perfected appraisal rights under Delaware) shall be deemed to have agreed to appoint Technology Crossover Management VI, L.L.C., a Delaware limited liability company, as its agent and attorney-in-fact (the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i”) to resolve all questions, disputes, conflicts for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Company Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholders, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. The Buyer is entitled Such agency may be changed by the Company Securityholders with the right to rely on a majority of the acts and agreements Pro Rata Portions of the Escrow Fund from time to time. Notwithstanding the foregoing, the Securityholder Representative as may resign at any time by providing written notice of intent to resign to the acts and agreements of the Company Securityholders. The Securityholder Representative , which resignation shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as effective upon the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentages.earlier of

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” Securityholders agree that it is desirable to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of designate the Securityholder Representative as the acts attorney-in-fact to act for and on behalf of Securityholders, and for the taking by the Securityholder Representative of any actions and the making by the Securityholder Representative of any decisions required or permitted to be taken by Securityholders under or contemplated by this Agreement or any of the other Transaction Documents, including any amendment or waiver of the terms hereof or thereof. Securityholders have designated Xxxxxx XxXxx as the initial Securityholder Representative, and the execution and delivery of this Agreement by Securityholders constitutes, to the maximum extent permitted under applicable Legal Requirements, irrevocable ratification and approval of such designation by Securityholders and authorization of the Securityholder Representative to serve in such capacity (including to negotiate and settle any and all disputes with Buyer and its Affiliates under this Agreement), and also constitutes a reaffirmation, approval, acceptance, and adoption of, and an agreement to comply with and perform, all of the acknowledgments and agreements made by the Securityholder Representative on behalf of Securityholders in this Agreement and the Securityholdersother Transaction Documents. By executing this Agreement, the Securityholder Representative accepts the foregoing designation. The Securityholder Representative shall be entitled to retain counsel may resign at any time and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems may be removed by the vote of those Securityholders whose aggregate Pro Rata Percentages exceed fifty percent (50%) of the aggregate Pro Rata Percentages of all Securityholders. The designation of the Securityholder Representative is coupled with an interest and, except as set forth in the immediately preceding sentence, such designation is irrevocable and will not be affected by the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of any Securityholder. In the event that a Securityholder Representative has resigned or been removed, a new Securityholder Representative shall be reasonably necessary promptly appointed by the vote of those Securityholders whose aggregate Pro Rata Percentages exceed fifty percent (50%) of the aggregate Pro Rata Percentages of all Securityholders, such appointment to become effective upon the written acceptance thereof by the new Securityholder Representative. Written notice of any such resignation, removal, or appropriate in connection with its performance appointment of its obligations under this Agreement, and all such fees and expenses incurred a Securityholder Representative shall be delivered by the Securityholder Representative shall to Buyer promptly after such action is taken, and neither Buyer nor any of its Affiliates will be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentagescharged with knowledge of such resignation, removal, or appointment until Buyer’s actual receipt of such written notice.

Securityholder Representative. (a) Each The Securityholders, by virtue of the approval and adoption of this Agreement by the Stockholders, irrevocably constitute and appoint the Securityholder Representative (and Securityholder Representative hereby appoints ACAS accepts such appointment) as the “Securityholder Representative” their agent and attorney-in-fact for and on behalf of each Securityholder, with full power of substitution, to act as in the agent name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Securityholders with the full power Escrow Agreement, including (i) to resolve all questions, disputes, conflicts taking such actions and controversies concerning Losses making such decisions as provided may be necessary or appropriate in this Article 11, connection with the determination of the amounts payable hereunder; (ii) taking such actions and making such decisions as may be necessary or appropriate in connection with any dispute arising pursuant to execute Section 1.9, including reviewing, disputing, agreeing to, negotiating, entering into settlements or compromises of any such disputes; (iii) enforcing this Agreement and enter into, the Escrow Agreement on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, ; (iv) giving and receiving all notices required to receive from be given under this Agreement and the Buyer monies payable to the Securityholders in accordance with the provisions of this Escrow Agreement, ; (v) taking any and all actions and making any and all decisions required or permitted to otherwise take such actions (be taken or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of made by the Securityholder Representative under this Agreement and the Escrow Agreement; and (vi) taking any and all actions necessary or appropriate in furtherance of or for the accomplishment of the foregoing. The Buyer power of attorney granted in this Section 7.3 by each Securityholder to the Securityholder Representative is entitled to rely on coupled with an interest and is irrevocable, may be delegated by the acts Securityholder Representative and agreements shall survive the death or incapacity of any Securityholder. No bond shall be required of the Securityholder Representative as the acts and agreements of the SecurityholdersRepresentative. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) engage outside legal counsel, accountants, consultants, experts or other advisors as the Securityholder Representative deems to be reasonably deemed necessary or appropriate in connection with performing its performance of duties or exercising its obligations rights under this Agreement and the Escrow Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentages.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS For purposes of this Agreement, the Escrow Securityholders, without any further action on the part of any such Escrow Securityholder, shall be deemed to have consented to the appointment of a committee consisting of Xxxxx Xxxx and Xxxxxxx Xxxxxxxx, acting only jointly, as the “representative of such Escrow Securityholders (the "Securityholder Representative” to act "), as the agent attorney-in-fact for and on behalf of each such Escrow Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by them under this Agreement, including the exercise of the Securityholders with the full power to (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11execute the Escrow Agreement, (ii) authorize delivery to execute Parent and enter into, on behalf Acquisition of the SecurityholdersEscrow Amount, and to take all actions thereunder for and on their behalfor any portion thereof, including but not limited the authorization in satisfaction of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided hereinIndemnification Claims, (iii) authorize the use of up to negotiate and/or settle all claims under this Agreementan aggregate of Five Hundred Thousand Dollars ($500,000) of the Escrow Amount to defend any claims, (iv) agree to, negotiate, enter Into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreementsuch Indemnification Claims, (v) resolve any Indemnification Claims and (vi) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Securityholder Representative has unlimited authority and power to otherwise take such act on behalf of each Escrow Securityholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Escrow Securityholders will be bound by all actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on taken by the Securityholders’ behalf Securityholder Representative in connection with this Agreement, and Parent and Acquisition shall be entitled to rely on any action or decision of the Securityholder Representative. The Securityholder Representative will incur no liability with respect to any action taken or suffered by them in reliance upon any notice, direction, instruction, consent, statement or other document believed by them to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except their own willful misconduct or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Securityholder Representative may rely on the advice of counsel, and the Securityholder Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Securityholder Representative based on such advice. The Securityholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to them. So long as the Securityholder Representative shall at all times be comprised of at least one (1) and no more than three (3) individuals, at any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Amount can remove and replace one or all of the individuals serving as the Securityholder Representatives by written consent by sending notice and a copy of the written consent appointing such new individual or individuals signed by holders of a majority in interest of the Escrow Amount to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Escrow Agent. Any such new individual shall serve in such capacity subject to the terms and conditions of the Escrow Agreement and provide notice to the Escrow Agent of its identity and notice information for purposes of Section 21 of the Escrow Agreement. If more than one individual is serving as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentagesindividuals may only take actions jointly.

Securityholder Representative. (a) Each Securityholder hereby By virtue of the approval of the Merger and this Agreement by the Sufficient Equityholder Vote, and/or by accepting any portion of the Equity Consideration or other amounts in accordance with Section 1.8 of this Agreement or the Distribution in accordance with Section 5.17 of this Agreement, each of the Legacy Equityholders appoints ACAS Xxxx X. Xxxxxx as its exclusive agent and attorney-in-fact, as the “Securityholder Representative” , to act as the agent of the Securityholders with the full power (i) to resolve take all questions, disputes, conflicts actions for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersLegacy Equityholders with respect to matters, claims and disputes under this Agreement and the Exchange Agreement (to the extent set forth therein), the Tax Receivable Agreement (to the extent set forth therein), the Payments Administration Agreement and the Escrow Agreement, including to amend this Agreement or such Related Agreements, to waive any provision of this Agreement or such Related Agreements, to negotiate payments due pursuant to this Article VII, to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Legacy Equityholder or by any such Legacy Equityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Legacy Equityholder, in each case relating to this Agreement or such Related Agreements, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions discretion of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. The Buyer is entitled Notices or communications to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by from the Securityholder Representative shall be borne pro rata by constitute notice to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesLegacy Equityholders with respect to this Agreement or such Related Agreements.

Securityholder Representative. (a) Each The Securityholder hereby appoints ACAS as the “Securityholder Representative” to Representative shall act as the agent representative of the Securityholders in respect of all matters arising under this Agreement or any of the Ancillary Documents, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on behalf of any Securityholder or the full power (i) Securityholder Representative, including to resolve all questionsenforce any rights granted to any Securityholder hereunder, disputesin each case as the Securityholder Representative believes is necessary or appropriate under this Agreement and the Ancillary Documents, conflicts for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, including taking any and to take all actions thereunder for and on their behalfthat may be necessary or desirable, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as determined by the Securityholder Representative, in its sole discretion, deems properin connection with negotiating or entering into settlements and compromises of any claim for indemnification pursuant to Article VII hereof. The Securityholders shall be bound by all such actions taken by the Securityholder Representative and no Securityholder shall be permitted to take any such actions. The Securityholder Representative is serving as the Securityholder Representative solely for purposes of administrative convenience, and is not personally liable (viexcept in its capacity as a Securityholder hereunder) to pay, release and/or distribute for any or all of the Reserve Account obligations of the Company, Newco, any of their Subsidiaries or otherwise to pay Losses any of Securityholders hereunder, each in and Parent (on behalf of itself and its sole discretion, (viiAffiliates) agrees that it will not look to adjust the Securityholder Allocation Percentage of Representative or the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions underlying assets of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on for the acts and agreements satisfaction of any obligations of the Securityholder Representative as the acts and agreements Company, Newco, any of their respective Subsidiaries or any of the Securityholders. The Securityholder Representative shall not be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems liable for any error of judgment, or any action taken, suffered or omitted to be reasonably necessary or appropriate taken, in connection with its the performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative of the Securityholder Representative’s duties or the exercise by the Securityholder Representative of the Securityholder Representative’s rights and remedies under this Agreement or any Ancillary Document, except in the case of its bad faith or willful misconduct. No bond shall be borne pro rata required of the Securityholder Representative. The Securityholder Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Securityholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Ancillary Document. Without limiting the generality of the foregoing, the Securityholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Ancillary Documents, and to consent to any amendment hereof or thereof on behalf of all Securityholders based upon and their respective initial successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be taken by, the Securityholder Allocation PercentagesRepresentative relating to this Agreement or any Ancillary Document.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval of the First Merger and this Agreement by the Reliant Stockholders, each of the Indemnifying Parties shall be deemed to have agreed to appoint Xxxxxx Xxxxxxxx in as their agents and attorney-in-facts, as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersIndemnifying Parties to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Funds in satisfaction of claims by such Indemnified Party pursuant to Section 2.9 or Section 8.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any 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 contemplated hereby, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from specifically mandated by the Buyer monies payable to the Securityholders in accordance with the provisions terms of this Agreement. Such agency may be changed by the Indemnifying Party from time to time upon not less than 30 days prior written notice to Thermage; provided, (v) however, that the Securityholder Representative may not be removed unless holders of a majority of the Total As-Converted Outstanding Common Shares agree to otherwise take such actions (or refrain from taking actions) removal and execute such documents (including any modificationsto the identity of the substituted agent. Notwithstanding the foregoing, waivers or amendments thereto) on a vacancy in the Securityholders’ behalf in connection with this Agreement as position of Securityholder Representative may be filled by the holders of a majority of the Total As-Converted Outstanding Common Shares. No bond shall be required of the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by not receive any compensation for his services. Notices or communications to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesRepresentatives shall constitute notice to or from the Indemnifying Parties.

Securityholder Representative. (a) Each Securityholder By the approval and adoption of this Agreement in the Company Stockholder Approval pursuant to Delaware law and without any further action of any of the Company Equity Holders or the Company, the Company Equity Holders are hereby appoints ACAS deemed to irrevocably appoint, and by participating in the Merger and receiving the benefits thereof, each Company Equity Holder is hereby deemed to and hereby does irrevocably appoint Fortis Advisors LLC, a Delaware limited liability company, as the “Securityholder Representative” Representative to act as the true and lawful attorney-in-fact, exclusive agent and representative of the Securityholders with Company Equity Holders for all purposes under this Agreement or under any other agreement contemplated hereby. Without limiting the generality of the foregoing, the Securityholder Representative has full power and authority, on behalf of each Company Equity Holder and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the documents to resolve all questionsbe executed and delivered by the Company Equity Holders in connection herewith, disputes, conflicts and controversies concerning Losses as provided in this Article 11including the Escrow Agreement, (ii) to execute and enter intodeliver and receive deliveries of all agreements, on behalf of the Securityholderscertificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) be given in connection with Losses as provided hereinthe consummation of the transactions contemplated by this Agreement, including the Escrow Agreement, (iii) to negotiate and/or settle all receive service of process in connection with any claims under this Agreement, the Escrow Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgement of the Securityholder Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the judgment of the Securityholder Representative on behalf of the Company Equity Holders in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the adjustments in Section 3.5, (viii) authorize delivery to Parent of the Deficiency Amount or any portion thereof pursuant to Section 3.5, (ix) distribute the Representative Holdback Amount, (x) pay any expenses of the Company Equity Holders or the Securityholder Representative from the Buyer monies Representative Holdback Amount, (xi) deduct, hold back or redirect any funds which may be payable to any Company Equity Holder pursuant to the Securityholders in accordance with the provisions terms of this Agreement, the Escrow Agreement, or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, any amount that may be payable by such Company Equity Holder hereunder, and (vxii) to otherwise take such actions (do or refrain from taking actions) doing the foregoing and execute such documents (including any modifications, waivers further act or amendments thereto) deed on behalf of the Securityholders’ behalf in connection with this Agreement as Company Equity Holders which the Securityholder Representative, Representative deems necessary or appropriate in its sole discretiondiscretion relating to the subject matter of this Agreement and the Escrow Agreement. Notwithstanding the foregoing, deems proper, (vi) the Securityholder Representative shall have no obligation to pay, release and/or distribute any or all act on behalf of the Reserve Account or otherwise to pay Losses hereunderCompany Equity Holders, each except as expressly provided herein, in its sole discretion, (vii) to adjust the Escrow Agreement and in the Securityholder Allocation Percentage Representative Engagement Agreement, and for purposes of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representationsclarity, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions there are no obligations of the Securityholder Representative under this Agreementin any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by the Securityholders based upon their respective initial Securityholder Allocation Percentages.113

Securityholder Representative. (a) Each Securityholder By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Mergers, and the consummation of the Mergers, executing a Joinder Agreement or participating in the Mergers and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Mergers, each Company Indemnitor shall be deemed to have approved the designation of, and hereby appoints ACAS designates, Shareholder Representative Services LLC as the “Securityholder Representative” to act as the representative, agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute attorney-in-fact for and enter into, on behalf of the SecurityholdersCompany Indemnitors as of the Closing for all purposes in connection with this Agreement, the Paying Agent Agreement and the Escrow Agreement, and any other agreements ancillary hereto, including to give and receive notices and communications, to authorize satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from permitted by the Buyer monies payable to the Securityholders in accordance with the provisions terms of this Agreement, (v) to otherwise take such actions (the Paying Agent Agreement or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Escrow Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall may resign at any time upon at least ten (10) days prior written notice to the Company Indemnitors. Such agency may be entitled changed by the Company Indemnitors from time to retain counsel and time upon not less than ten (10) days prior written notice to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as Parent; provided, that the Securityholder Representative deems may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the position of Securityholder Representative may be reasonably necessary filled by the former holders of a majority of Company Capital Stock. No bond shall be required of the Securityholder Representative. After the Closing, notices or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by communications to or from the Securityholder Representative shall be borne pro rata by constitute notice to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesCompany Indemnitors.

Securityholder Representative. (a) Each For purposes of this Agreement and the Escrow Agreement, each Company Securityholder hereby appoints ACAS as shall, without any further action on the “Securityholder Representative” to act as the agent part of any such Company Securityholder, be deemed (by virtue of the Securityholders with adoption and approval of this Agreement and approval of the full power (iIntegrated Mergers) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable have consented to the Securityholders in accordance with the provisions appointment of this AgreementAHR Holdings, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement LLC as the Securityholder Representative, as the attorney‑in‑fact for and on behalf of each such Company Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by them under or contemplated by this Agreement and the other Transaction Documents, including the exercise of the power to (i) execute this Agreement, the Escrow Agreement, the other Transaction Documents and other agreements, documents and certificates pursuant to such Contracts, including all amendments to such Contracts, and take all actions required or permitted to be taken under such Contracts (provided, that the Securityholder Representative, on behalf of itself and all other Company Securityholders, may not enter into any amendment that has a disproportionate adverse impact on any Company Securityholder compared to any other Company Securityholder), (ii) authorize delivery to Parent of all or any portion of the Escrow Fund, in its sole discretionsatisfaction of indemnification or other claims contemplated by this Agreement or as provided in the Escrow Agreement, deems proper(iii) agree to, negotiate, enter into settlements and compromises of and comply with Orders with respect to such indemnification or other claims, (iv) resolve any indemnification or other claims, (v) receive and forward notices and communications pursuant to this Agreement, the Escrow Agreement and the other Transaction Documents, and (vi) to pay, release and/or distribute any or take all of actions necessary in the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Escrow Agreement, the other Transaction Documents and any other agreements, documents and certificates thereto. The Buyer is entitled to rely on the acts and agreements of Company Securityholders shall cooperate with the Securityholder Representative and any accountants, attorneys or other agents whom the Securityholder Representative may retain to assist in carrying out the Securityholder Representative’s duties hereunder. AHR Holdings, LLC hereby accepts its appointment as the acts and agreements of the SecurityholdersSecurityholder Representative. The Securityholder Representative shall be is authorized by each Company Securityholder by virtue of the adoption and approval of this Agreement and approval of the Integrated Mergers to act on its behalf as required hereunder under the Escrow Agreement and the other Transaction Documents. At any time during the term of the Escrow Agreement, the Company Securityholders entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as a majority in interest of the Escrow Fund can appoint a new Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance by written consent by sending notice and a copy of its obligations under this Agreement, and all the duly executed written consent appointing such fees and expenses incurred by the new Securityholder Representative shall to Parent and the Escrow Agent. Such appointment will be borne pro rata effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Securityholders based upon their respective initial Securityholder Allocation PercentagesEscrow Agent.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent 7.1 By virtue of the Securityholders with execution and delivery of a Lock-Up/Release Agreement, and without any further action of any of the full power (i) Company Indemnitors or the Company, each of the Company Indemnitors shall be deemed to resolve all questionshave agreed to appoint the Securityholder Representative as their exclusive agent and attorney-in-fact, disputes, conflicts as their sole and controversies concerning Losses as provided in this Article 11, (ii) to execute exclusive representative for and enter into, on behalf of the SecurityholdersCompany Indemnitors and to receive and distribute payments, to give and receive notices and communications and otherwise in satisfaction of indemnification claims by any TheMaven Indemnified Party pursuant to Section 5 of this Agreement, 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 indemnification claim hereunder or any dispute between any TheMaven Indemnified Party and any Company Indemnitors, in each case relating to this Agreement or the Merger, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. The Buyer is entitled Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to rely act on behalf of the acts and agreements Company Indemnitors, except as expressly provided in this Agreement and, for the avoidance of doubt, there are no obligations of the Securityholder Representative as in any ancillary agreement, schedule, exhibit or the acts and agreements of the SecurityholdersCompany Disclosure Schedule. The Securityholder Representative may resign at any time. The immunities and rights to indemnification shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as survive the resignation or removal of the Securityholder Representative deems to and the Closing and/or any termination of this Agreement. No bond shall be reasonably necessary or appropriate required of the Securityholder Representative. Other than in connection with its performance of its obligations under this Agreementany claim pursued by a TheMaven Indemnified Party directly against any Company Indemnitor, and all such fees and expenses incurred by notices or communications to or from the Securityholder Representative shall constitute notice to or from the Company Indemnitors. The powers, immunities and rights to indemnification granted to the Securityholder Representative hereunder: (i) are coupled with an interest and shall be borne pro rata irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Indemnitor and shall be binding on any successor thereto; and (ii) shall survive the delivery of an assignment by any Company Indemnitor of the Securityholders based upon their respective initial Securityholder Allocation Percentageswhole or any fraction of his, her or its interest in the Indemnification Shares.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Xxxxxxx Xxxxx as his, her or its agent and attorney-in-fact, as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersShareholders to give and receive notices and communications, to authorize payment to any Parent Indemnified Party in satisfaction of claims by any Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against any Shareholder or by any such Shareholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under specifically mandated by the terms of this Agreement. The Securityholder Representative will also act as a proxy for each Shareholder who elects to execute and deliver a Proxy and Voting Agreement in the form prescribed by the Securityholder Representative, (iv) granting the Securityholder Representative the right to receive from vote the Buyer monies payable to shares of Parent Common Stock held by such Shareholder following the Securityholders Closing in accordance with the provisions of this Agreementsuch Proxy and Voting Agreement with a view toward combining the voting power of those Shareholders and increasing their collective influence over the affairs of the Parent after the Effective Time. The Securityholder Representative may be changed from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Securityholder Representative may not be removed unless Shareholders holding a majority of the Company Class A Common Stock (vas of the Effective Time) agree to otherwise take such actions (or refrain from taking actions) removal and execute such documents (including any modifications, waivers or amendments thereto) on to the Securityholders’ behalf in connection with this Agreement as identity of the substituted agent. No bond shall be required of the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by not receive any compensation for its services. Notices or communications to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesRepresentative shall constitute notice to or from the Shareholders.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval and adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the Company Stockholders, the acceptance of consideration under this Agreement and/or the completion, execution and delivery of the letters of transmittal contemplated by Section 1.9, each of the Participating Securityholders shall be deemed to have (i) designated Shareholder Representative Services LLC as the representative of the Participating Securityholders (the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions”), disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) agreed that the Securityholder Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Participating Securityholder, with full power in his, her or its name and on his, her or its behalf to execute 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 intointo settlements and compromises of, on behalf 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 Participating Securityholder or by any such Participating Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Participating Securityholder, in each case relating to this Agreement or the Securityholderstransactions contemplated hereby, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated or permitted by the terms of this Agreement. The Buyer is entitled Such agency may be changed by the Participating Securityholders from time to rely on time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the acts Securityholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and agreements to the identity of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Securityholder Representative as or other vacancy in the acts and agreements position of Securityholder Representative, such vacancy may be filled by the holders of a majority in interest of the SecurityholdersEscrow Fund. The Securityholder Representative No bond shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as required of the Securityholder Representative deems Representative. After the Closing, notices or communications to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by from the Securityholder Representative shall be borne pro rata by constitute notice to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesParticipating Securityholders.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxx Xxxxx as its agent and attorney-in-fact, as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersEscrow Participants to take all actions under this Agreement and the Paying Agent Agreement that are to be taken by the Securityholder Representative, including to amend this Agreement or the Paying Agent Agreement, to waive any provision of this Agreement or the Paying Agent Agreement, to negotiate payments due pursuant to this Article VI, to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, 105132706 v11 and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from specifically mandated by the Buyer monies payable to the Securityholders in accordance with the provisions terms of this Agreement. 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 Securityholder Representative may not be removed unless holders of at least a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Securityholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. In the event a vacancy in the position of Securityholder Representative exists for thirty (v30) or more days, Parent shall have the right, upon thirty (30) days’ prior written notice to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modificationsthe Escrow Participants, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as to petition a court of competent jurisdiction to appoint a replacement Securityholder Representative. No bond shall be required of the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by not receive any compensation for its services. Notices or communications to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesRepresentative shall constitute notice to or from the Escrow Participants.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent By virtue of the Securityholders with execution and delivery of a Release, and without any further action of any of the full power (i) Indemnity Stockholders or the Company, each of the Indemnity Stockholders shall be deemed to resolve all questionshave agreed to appoint the Securityholder Representative as their exclusive agent and attorney-in-fact, disputes, conflicts as their sole and controversies concerning Losses as provided in this Article 11, (ii) to execute exclusive representative for and enter into, on behalf of the SecurityholdersIndemnity Stockholders and to receive and distribute payments, to give and receive notices and communications, to authorize payment to any TheMaven Indemnified Party from the Indemnity Escrow and otherwise in satisfaction of indemnification claims by any TheMaven Indemnified Party pursuant to Section 10 of this Agreement, 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 indemnification claim hereunder or any dispute between any TheMaven Indemnified Party and any Indemnity Stockholders, in each case relating to this Agreement, the Escrow Agreement or the Merger, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. The Buyer is entitled Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to rely act on behalf of the acts Indemnity Stockholders, except as expressly provided in this Agreement and agreements in the Escrow Agreement and, for the avoidance of doubt, there are no obligations of the Securityholder Representative as in any ancillary agreement, schedule, exhibit or the acts and agreements of the SecurityholdersCompany Disclosure Schedule. The Securityholder Representative may resign at any time. The immunities and rights to indemnification shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as survive the resignation or removal of the Securityholder Representative deems to and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be reasonably necessary or appropriate required of the Securityholder Representative. Other than in connection with its performance of its obligations under this Agreementany claim pursued by a TheMaven Indemnified Party directly against an Indemnity Stockholder, and all such fees and expenses incurred by notices or communications to or from the Securityholder Representative shall constitute notice to or from the Indemnity Stockholders. The powers, immunities and rights to indemnification granted to the Securityholder Representative hereunder: (i) are coupled with an interest and shall be borne pro rata irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnity Stockholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnity Stockholder of the Securityholders based upon their respective initial Securityholder Allocation Percentageswhole or any fraction of his, her or its interest in the Indemnity Escrow.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS By virtue of the approval of the Merger and this Agreement by the Primaeva Stockholders, each of the Indemnifying Parties shall be deemed to have agreed to appoint Xxxxxxx Healthcare V, LP in as their agents and attorney in facts, as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the SecurityholdersIndemnifying Parties to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Funds in satisfaction of claims by such Indemnified Party pursuant to Article VIII, to object to such payments, to audit and dispute Syneron’s calculation of Net Revenue and Milestone Payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any 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 contemplated hereby, and to take all other actions thereunder that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for and on their behalf, including but not limited the authorization accomplishment of payments from the Reserve Account foregoing or (including any increase thereof pursuant to Section 2.04(b)(i)ii) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from specifically mandated by the Buyer monies payable to the Securityholders in accordance with the provisions terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time; provided, (v) however, that the Securityholder Representative may not be removed unless holders of a majority of the Total As-Converted Outstanding Common Shares agree to otherwise take such actions (or refrain from taking actions) removal and execute such documents (including any modificationsto the identity of the substituted agent. Notwithstanding the foregoing, waivers or amendments thereto) on a vacancy in the Securityholders’ behalf in connection with this Agreement as position of Securityholder Representative may be filled by the holders of a majority of the Total As-Converted Outstanding Common Shares. No bond shall be required of the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions of the Securityholder Representative under this Agreement. The Buyer is entitled to rely on the acts and agreements of the Securityholder Representative as the acts and agreements of the Securityholders. The Securityholder Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Securityholder Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Securityholder Representative shall be borne pro rata by not receive any compensation for its services. Notices or communications to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesRepresentatives shall constitute notice to or from the Indemnifying Parties.

Securityholder Representative. (a) Each Securityholder hereby appoints ACAS as By virtue of the “Securityholder Representative” to act as approval of the agent Acquisition and this Agreement by each of the Securityholders, each of the Securityholders with shall be deemed to have agreed to appoint Lars Sunnanväder as his, her or its, as applicable, agent and attorney-in-fact, as the full power (i) to resolve all questions, disputes, conflicts Securityholder Representative for and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders to take all actions under this Agreement that are to be taken by the Securityholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this ‎Article IX, to give and receive notices and communications, to authorize payment to any Buyer Indemnified Person from the Indemnity Escrow Fund in satisfaction of claims by any Buyer Indemnified Person, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Person against any of the Securityholders or by any of the Securityholders against any Buyer Indemnified Person or any dispute between any Buyer Indemnified Person and any of the Securityholders, in each case relating to this Agreement or the transactions contemplated in this Agreement, and to take all other actions thereunder for and on their behalf, including but not limited that are either (i) necessary or appropriate in the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any modifications, waivers or amendments thereto) on the Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the payment of Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the functions judgment of the Securityholder Representative under for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. The Buyer is entitled Such agency may be changed by the Securityholders from time to rely on the acts time upon not less than thirty (30) days prior written notice to CryoLife, Parent and agreements of Buyer; provided, however, that the Securityholder Representative as may not be removed unless Securityholders representing the acts and agreements holders of at least a two-thirds interest of the SecurityholdersIndemnity Escrow Fund agree to such removal and to the identity of the substituted agent. The A vacancy in the position of Securityholder Representative shall may be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as filled by the Securityholders representing the holders of a majority in interest of the Indemnity Escrow Fund. In the event a vacancy in the position of Securityholder Representative deems exists for thirty (30) or more days or Securityholder Representative breaches or fails to be reasonably necessary or appropriate in connection with its performance of perform its obligations under this AgreementAgreement (after a 30 calendar day advance notice period to cure, which period shall not apply in exigent circumstances), CryoLife, Parent and Buyer shall have the right to petition a court of competent jurisdiction to appoint a replacement Securityholder Representative, and all such fees and expenses incurred by Securityholder Representative shall not receive any compensation for its services from CryoLife, Parent, Buyer or the Company. No bond shall be required of the Securityholder Representative. Notices or communications to or from the Securityholder Representative shall be borne pro rata by constitute notice to or from the Securityholders based upon their respective initial Securityholder Allocation PercentagesSecurityholders.