Common use of Securityholders’ Representative Clause in Contracts

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative") ------------------------------- shall act as the representative of the Company Securityholders, and shall be authorized to act on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative"a) ------------------------------- shall act as the representative Each Company Securityholder, by virtue of the approval and adoption of this Agreement or other appointment authorization documentation (other than such Company SecurityholdersStockholders, and if any, who have perfected appraisal rights under the Delaware Code) or by accepting any consideration payable hereunder shall be authorized deemed to act have agreed to appoint Xxxxx Xxxxxx as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by act for the Securityholders' Representative under this Agreement or the Escrow AgreementCompany Securityholders as set forth herein, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, with regard to matters pertaining to Sections 1.4, 2.3, 2.4, 2.5, 6.4, 6.6, 7.3, Article 9 and Article 10, give and receive notices and communications relating to this Agreement or the exercise of the power transactions contemplated hereby and to take all other actions that are either (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment performance of the foregoing). The obligations of each Company Securityholders shall be bound Securityholder required by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative it pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or (ii) specifically mandated by the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' 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 terms of this Agreement or the Escrow Agreement. As Each Company Securityholder agrees to any matters not expressly provided for receive correspondence from the Securityholders’ Representative, including in this Agreement or electronic form. Notwithstanding the Escrow Agreementforegoing, the Securityholders' ’ Representative shall not exercise may resign at any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share time by providing written notice of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted intent to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything resign to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Clawback Shares. If the Securityholders' ’ Representative shall perform all be removed, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall appoint a successor to the Securityholders’ Representative, and shall immediately thereafter notify Acquiror of the obligations identity of such successor. Any such successor shall succeed the former Securityholders’ Representative as the Securityholders’ Representative hereunder. If, for any reason, there is no Securityholders’ Representative at any time, all references in this Agreement to the Securityholders’ Representative shall be deemed to refer to the Escrow Participants. No bond shall be required of the Securityholders’ Representative. A decision, act, consent or instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Company Securityholders hereunder. The Parent Indemnified Parties and shall be entitled to rely on all statementsfinal, representations binding and decisions of conclusive upon the Company Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) Carl Goldfischer shall be the Company Indemnifying Parties' and any successor or successors being the Coxxxxx Xxxxxxxxxxd Parties' representative (the "Securityholders' Representative") ------------------------------- and, as such, shall act serve as and have all powers as agent and attorney-in-fact of each Company Indemnifying Party or Company Indemnified Party, as the representative of the Company Securityholderscase may be, for and shall be authorized to act on behalf of each Company Indemnifying Party or Company Indemnified Party, as the Company Securityholders case may be: (i) to give and receive notices and communications with respect to take any and all actions required or permitted matters related to be taken by this Agreement for which the Securityholders' Representative under this Agreement or is authorized to act; (ii) to authorize delivery of cash from the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Indemnification Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, ; (iiiii) agree to, to negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to such claims any claim for indemnification pursuant to this Article 8; (iv) to litigate, mediate, arbitrate, defend, enforce or take any other actions and execute the Indemnification Escrow Agreement and any other documents that the Securityholders' Representative deems advisable in connection with enforcing any rights or obligations or defending any claim or action under this Agreement on behalf of the Company Indemnifying Parties and the Company Indemnified Parties; (v) to sign receipts, consents or other documents in connection with the Securityholders' Representative's duties hereunder; and (iiivi) to take any and all actions necessary or appropriate in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by If Carl Goldfischer ceases to act as the Securityholders' Representative in its capacity thereof. The xxx xxx xxxxxx, Steven A. Elms shall be appointed as the Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice Representatixx. Xx Xxxxxx A. Elms ceases to the Company Securityholders of any action taken on behalf of them by act as the Securityholders' Representative pursuant to the authority delegated to the fox xxx xxxxxx, such Securityholders' Representative under this Section 9.04. The or his agent shall notify Parent of such Securityholders' Representative's intent to resign as Securityholders' Representative, and the Securityholders entitled to receive a majority of the Total Merger Consideration (determined as of the date hereof) (a "Majority") shall, by written notice to Parent, appoint a successor Securityholders' Representative shall at all times act in his within thirty (30) calendar days. Notice or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes communications to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, from the Securityholders' Representative shall not exercise any discretion constitute notice to or take any actionfrom the Company Indemnifying Parties and the Company Indemnified Parties. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted All actions to be taken by a Company Indemnified Party or Company Indemnifying Party, as the Securityholders' Representative under this Agreement or the Escrow Agreementcase may be, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of taken solely by the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and any successor the consummation of the Merger or successors being participating in the "Securityholders' Representative") ------------------------------- shall act Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Indemnifying Person hereby appoints and constitutes Fortis Advisors LLC as the representative of the Company Securityholders, ’ Representative for and shall be authorized to act on behalf of the Company Securityholders Indemnifying Persons and as his, her or its attorney-in-fact and exclusive agent to execute and deliver this Agreement, the Escrow Agreement and the Paying Agent Agreement (collectively, the “Representative Agreements”) and for all other purposes hereunder and thereunder and to take any and all actions and make any and all decisions required or permitted to be taken or made by the Securityholders' ’ Representative under this Agreement or the Escrow Representative Agreements and the Securityholders’ Representative Engagement Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to right to: (i) give and receive notices and communications under the Representative Agreements; (ii) authorize the delivery to Parent of cash from the Escrow Amount Fund in accordance with Section 3.6, Article XI and the Escrow Agreement; (iii) determine the amounts payable (if any) to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Partyeach Company Stockholder, Company Warrantholder and Bonus Plan Participant pursuant to Sections 3.6(e), 11.5 and 13.3, (iiiv) agree to, negotiate, enter into settlements and compromises of, of and comply with court orders of courts with respect to such claims disputes under any Representative Agreement; (v) agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of any Representative Agreement; and (iiivi) take all actions necessary or appropriate in the good faith judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by Notwithstanding the foregoing, the Securityholders' ’ Representative shall have no obligation to act on behalf of the Indemnifying Persons, except as expressly provided in the Representative Agreements and in the Securityholders’ Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Representative in its capacity thereofany ancillary agreement, schedule, exhibit or the Disclosure Schedules. The Securityholders' ’ Representative shall promptlymay resign at any time and the identity of the Securityholders’ Representative may be changed, and a successor Securityholders’ Representative may be appointed, from time to time (including in any the event within ten (10of the resignation or the death, disability or other incapacity of the Securityholders’ Representative) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to Advisory Group, and any such successor shall succeed the Securityholders' ’ Representative under this Section 9.04as Securityholders’ Representative hereunder. The Securityholders' Representative immunities and rights to indemnification shall at all times act in his survive the resignation or her capacity as Securityholders' Representative in a manner that removal of the Securityholders' ’ Representative believes to be in the best interest or any member of the Company Securityholders. Neither Advisory Group and the Securityholders' Representative nor Closing and/or any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' 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 termination of this Agreement or and the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, No bond shall be required of the Securityholders' Representative shall not exercise any discretion ’ Representative. From and after the Effective Time, a decision, act, consent or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse instruction of the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' ’ Representative shall be the only party entitled to assert the rights of the Company Securityholdersfinal, binding and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representativeconclusive upon each Indemnifying Person.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) By virtue of obtaining the Company Stockholder Approval or the execution and delivery by a Securityholder of a Support Agreement and/or Stockholder Transmittal Letter, Option Holder Transmittal Letter or Warrant Cancellation Agreement, as applicable, and without any successor further action of any of the Securityholders or successors being the "Company, each Securityholder will be deemed to have consented to the appointment of the Securityholders' Representative") ------------------------------- shall act ’ Representative as the representative of the Company Securityholders, exclusive agent and shall be authorized to act attorney-in-fact for and on behalf of each such Securityholder, and the Company Securityholders and to take taking by the Securityholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholders' ’ Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (includingand the other Transaction Documents, without limitation, including the exercise of the power to (ia) authorize execute and deliver this Agreement and the delivery other Transaction Documents and any amendment hereof or thereof or waiver hereunder or thereunder, (b) agree to, negotiate, enter into compromises of and comply with the decision of the Escrow Amount Independent Accounting Firm with respect any adjustments to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Partythe Merger Consideration pursuant to Section 1.14, (iic) agree to, negotiate, enter into settlements and compromises of, of and comply with orders Orders of courts and awards of arbitrators with respect to such claims any Claims, (d) object to and resolve any Claims, (e) bind the Escrow Participants to the terms of the Escrow Agreement, (f) give and receive notices and communications pursuant to this Agreement, the Escrow Agreement and the other Transaction Documents, including the delivery of written instructions to the Escrow Agent, (g) authorize delivery of cash from either Escrow Account in satisfaction of any Claims and upon release to the Escrow Participants, (h) authorize the delivery of cash from the Reserve Fund to the Escrow Participants and (iiii) take all actions necessary or desirable in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Escrow Agreement and the other Transaction Documents. Accordingly, the Securityholders’ Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement, the Escrow Agreement and the other Transaction Documents and the disposition, settlement or other handling of all Claims, rights or obligations arising from and taken pursuant to this Agreement, the Escrow Agreement and the other Transaction Documents. Notwithstanding the foregoing), the Securityholders’ Representative shall have no obligation to act on behalf of the Securityholders, except as expressly provided herein, and for purposes of clarity, except as set forth herein and in the Escrow Agreement, there are no obligations of the Securityholders’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Company powers, immunities and rights to indemnification granted to the Representative Group (as defined below) hereunder (i) are coupled with an interest and shall be irrevocable and survive the bankruptcy or liquidation of any Securityholder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Securityholder of the whole or any fraction of his, her or its interest, if any, in any Merger Consideration, the Escrow Amounts, if any, and/or each Milestone Payment, if any. The Securityholders shall and their successors will be bound by all actions taken by the Securityholders' ’ Representative in its capacity thereof. The Securityholders' Representative shall promptlyconnection with this Agreement, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except the Representative Engagement Agreement and the other Transaction Documents as if expressly confirmed and ratified in writing by the case of its gross negligenceSecurityholders, bad faith or willful misconduct. The Securityholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and Parent shall not be liable for entitled to rely on any action taken or omitted decision of the Securityholders’ Representative. All defenses that may be available to be any Securityholder to contest, negate or disaffirm the action of the Securityholders’ Representative taken in good faith by it in accordance with under this Agreement, the advice of such counsel, accountants Escrow Agreement or expertsthe other Transaction Documents are waived. The Securityholders' ’ Representative may resign at any time and may be removed or replaced by the Advisory Group. The immunities and rights to indemnification shall not have any duty to ascertain survive the resignation or to inquire as to the performance or observance of any removal of the terms, covenants Securityholders’ Representative or conditions any member of the Advisory Group (as defined below) and the Closing and/or any termination of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx (a) The Selling Securityholders hereby appoint, authorize and empower Xxxx X. Xxxxxx (Xx. Xxxxxx in such person ------------------------------- capacity and any successor appointed pursuant to or successors being in accordance with Section 1.10(b), the "“Securityholders' ’ Representative"”) ------------------------------- shall act as the representative of the Company Securityholders, and shall be authorized to act on behalf of each Selling Securityholder in connection with, and to facilitate the Company consummation of the transactions under, this Agreement, which shall include the power and authority (i) to make all decisions relating to the determination of any adjustments to the Purchase Price, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Selling Securityholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Selling Securityholders may be required to indemnify the Buyer pursuant to Article VII hereof, provided, that the settlement affects the Selling Securityholders on a proportionate basis with no individual Selling Securityholder becoming liable for more than his or her Pro Rata Share of any claim, (iii) to give and receive all notices required to be given under this Agreement, copies of which shall be promptly provided to each Selling Securityholder, (iv) to execute and deliver the Escrow Agreement, (v) to designate and determine amounts to be paid and recipients of the Estimated Closing Expenses, (vi) to make payment of the Representative Expenses, (vii) collect and/or sell any receivable transferred to the Selling Securityholders pursuant to the terms of this Agreement and to distribute the proceeds thereof to the Selling Securityholders and (viii) to take any and all actions required or permitted additional action as is contemplated to be taken by or on behalf of the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made Selling Securityholders by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) By virtue of their execution of the Written Consents and any successor Letters of Transmittal and as more specifically provided for therein, each of the holders of Company Shares and each of the holders of CEA Shares (other than Dissenting Shares and Company Shares or successors being CEA Shares held in the "Securityholders' Representative") ------------------------------- shall act Company’s or CEA’s treasury, as the case may be, if any) and CEA Options shall approve and confirm, in accordance with the terms set forth herein, his, her or its irrevocable appointment of CEA Rep, LLC as his, her or its sole and exclusive agent, representative and attorney-in-fact for the purposes of this Agreement and the Escrow Agreement. The Securityholders’ Representative shall have the authority to act for and on behalf of the Company Former Securityholders, including, without limitation, to give and shall be authorized receive notices and communications, to act on behalf of the Company Former Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant Agreement and any other matters arising under this Agreement, to this Article IX authorize delivery to Parent of any funds and with respect to any actions to be taken by property in its possession or in the Securityholders' Representative pursuant to the terms possession of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party Agent in satisfaction of claims by a Parent Indemnified PartyParent, (ii) to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and (iii) to take all actions necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' ’ Representative shall promptly, and in any event within ten for all purposes be deemed the sole authorized agent of the Former Securityholders until such time as the agency is terminated. Such agency may be changed by the Former Securityholders from time to time upon not less than thirty (1030) business days, provide days prior written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner Parent; provided, however, that the Securityholders' ’ Representative believes to may not be removed unless holders of at least two-thirds interest in the best interest Merger Consideration agree to such removal and to the identity of the Company substituted Securityholders’ Representative. Neither Any vacancy in the position of Securityholders’ Representative may be filled by approval of the recipients of a majority of the Merger Consideration. No bond shall be required of the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' ’ Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' ’ Representative shall perform all not receive compensation for its services. Notices or communications to or from the Securityholders’ Representative shall constitute notice to or from each of the obligations Former Securityholders during the term of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representativeagency.

Securityholders’ Representative. Xxxxxxx Xxxxxx (a) Each Effective Time Holder (other than (i) such person ------------------------------- Company Stockholders, if any, who have perfected appraisal or dissenters’ rights under Delaware Law or California Law, and (ii) Acquiror, in any successor capacity other than as a Company Securityholder under this Agreement) by virtue of the approval and adoption of this Agreement or successors being the "Securityholders' Representative") ------------------------------- other appointment authorization documentation, or by accepting any consideration payable hereunder, shall act be deemed to have agreed to appoint Fortis Advisors LLC, a Delaware limited liability company, as the representative of the Company Securityholders, ’ Representative and shall to be authorized to act its agent and attorney-in-fact for and on behalf of the Company Securityholders and Effective Time Holders to take any and all actions required or permitted act for the Effective Time Holders with regard to be taken by matters pertaining to the Securityholders' Representative under Merger, this Agreement or and the Escrow Agreementtransactions contemplated hereby, with respect including Sections 1.17, 1.18, 1.19, 5.4(b), 5.5(b), 5.8, 7.3, ARTICLE VIII and ARTICLE IX, give and receive notices and communications, authorize payment to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party Person in satisfaction of claims by a Parent any Indemnified PartyPerson (including from the Indemnity Escrow Account), (ii) object to such payments, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims claims, assert, negotiate, enter into settlements and (iii) compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Person against any Effective Time Holder or by any Effective Time Holder against any Indemnified Person or any dispute between any Indemnified Person and any such Effective Time Holder, in each case relating to this Agreement or the transactions contemplated hereby and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken foregoing or (ii) specifically mandated by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' 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 terms of this Agreement or the Escrow Agreement. As ; provided, however, that the Securityholders’ Representative shall have no obligation to any matters not act on behalf of the Effective Time Holders, except as expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify herein and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Effective Time Holders that require the action of the Securityholders’ Representative in any ancillary agreement or the Company Disclosure Letter. Each Effective Time Holder agrees to receive correspondence from the Securityholders’ Representative, including in electronic form. Such agency may be changed by the Effective Time Holders upon written notice signed by the Effective Time Holders representing at least a majority in interest of all Effective Time Holders (ibased on their Pro Rata Share of the Merger Consideration) (the “Majority Effective Time Holders”) from time-to-time. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Effective Time Holders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the Majority Effective Time Holders. If the Securityholders' ’ Representative is not authorized toshall be removed, resign or otherwise be unable to fulfill its responsibilities hereunder, the Majority Effective Time Holders shall appoint a successor to the Securityholders’ Representative, and shall not, accept on behalf immediately thereafter notify Acquiror the identity of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) successor. Any such successor shall succeed the former the Securityholders' ’ Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless as the Securityholders' ’ Representative hereunder. If for any reason there is expressly authorized to do so in a writing signed by such Company Stockholder. In no Securityholders’ Representative at any time, all matters relating references herein to the Escrow Fund under this Article IX, the Securityholders' ’ Representative shall be deemed to refer to the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunderMajority Effective Time Holders. The Parent Indemnified Parties No bond shall be entitled to rely on all statements, representations and decisions required of the Securityholders' ’ Representative. A decision, act, consent or instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Effective Time Holders and shall be final, binding and conclusive upon the Effective Time Holders.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative"a) ------------------------------- shall act as the representative Each Company Securityholder, by virtue of the Company Securityholders, approval of the Merger and shall be authorized to act on behalf this Agreement and without any further action of any of the Company Securityholders or the Company, hereby irrevocably constitutes and appoints Fortis Advisors LLC as his, her or its sole, exclusive, true and lawful agent and attorney-in-fact (the “Securityholders’ Representative”), with full power of substitution to take any act in such Company Securityholder’s name, place and stead with respect to all transactions contemplated by and all actions required or permitted to be taken by the Securityholders' Representative under terms and provisions of this Agreement or the Escrow Agreement, and to act on such Company Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents, on such Company Securityholder’s behalf, as the Securityholders’ Representative deems necessary or appropriate in connection with the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to execute and deliver this Agreement and any and all amendments, waivers or modifications hereof; (ii) to waive any condition to the obligations of such Company Securityholder to consummate the transactions contemplated by this Agreement; (iii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such Company Securityholder that the Securityholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) to receive on behalf of, and to distribute (after payment of (A) any unpaid expenses chargeable to the Company Securityholders or the Company prior to the Closing in connection with the transactions contemplated by this Agreement, and (B) amounts payable by the Company Securityholders pursuant to Section 1.5), all amounts payable to such Company Securityholder under the terms of this Agreement or the Escrow Agreement; (v) with respect to any claims (including the settlement thereof) for indemnification made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (includinghereunder, without limitationagree to, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree object to, negotiate, enter into settlements and compromises of, and demand litigation of and comply with orders and awards of courts with respect to such claims claims; and (iiivi) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in to do or refrain from doing any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken further act or deed on behalf of them by the Securityholders' Representative pursuant to the authority such Company Securityholder as is assigned, delegated or charged to the Securityholders' ’ Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' ’ Representative believes otherwise deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, the Escrow Agreement or the Securityholders’ Representative engagement agreement, as fully and completely as such Company Securityholder could do if personally present. All such actions set forth or described in this Section 1.14(a) will be deemed to be in the best interest of facts ascertainable outside this Agreement and will be binding on the Company Securityholders. Neither Notwithstanding the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreementforegoing, the Securityholders' ’ Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted have no obligation to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept act on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, except as expressly provided herein and in the Escrow Agreement the Securityholders' ’ Representative shall perform all engagement agreement, and for purposes of the clarity, there are no obligations of the Securityholders’ Representative in any ancillary agreement, schedule, exhibit or the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' RepresentativeDisclosure Schedule.

Securityholders’ Representative. (a) At the Effective Time, each of the Securityholders shall be deemed to have irrevocably constituted and appointed Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative") ------------------------------- shall act River Ventures, LLC as the representative true and lawful agent and attorney-in-fact of the Company SecurityholdersSecurityholders in the capacity as the Securityholders Representative with full power of substitution to act in the name, place and stead of the Securityholders in connection with the Merger, the transactions contemplated by this Agreement and the Escrow Agreement, in accordance with the terms and provisions of this Agreement, and shall be authorized to act on behalf of the Company Securityholders in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Securityholders Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Securityholders Representative shall have the power to take any and all other actions which it believes are necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, executing this Agreement, the Escrow Agreement and any amendment hereto or thereto as Securityholders Representative, giving and receiving any notice or instruction permitted or required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow AgreementAgreement by the Securityholders Representative, authorizing payments to be made with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party hereto or thereto, obtaining reimbursement as provided for indemnification against the Escrow Fund pursuant to this Article IX herein for all out-of-pocket fees and with respect to any actions to be taken expenses and other obligations of or incurred by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under connection with this Agreement or and the Escrow Agreement, except in defending all indemnity claims against the case of its gross negligenceEscrow Amount pursuant to Section 8.2 (an “Indemnity Claim”), bad faith consenting to, compromising or willful misconduct. The Securityholders' Representative may consult with legal counselsettling all Indemnity Claims, 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 conducting negotiations with the advice of Parent Parties and their agents regarding such claims, dealing with the Parent Parties and the Escrow Agent under this Agreement, taking any all other actions specified in or contemplated by this Agreement and the Escrow Agreement, and engaging counsel, accountants or expertsother representatives in connection with the foregoing matters. The Securityholders' Without limiting the generality of the foregoing, the Securityholders Representative shall not have any duty the full power and authority to ascertain or to inquire as to interpret all the performance or observance of any of the terms, covenants or conditions terms and provisions of this Agreement or and the Escrow Agreement. As Agreement and to consent to any matters not expressly provided for amendment or waiver hereof or thereof in this Agreement or the Escrow Agreement, the Securityholders' its capacity as Securityholders Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) The Indemnifying Securityholders will authorize, designate and any successor or successors being appoint, as part of their approval and adoption of this Agreement and the "transactions contemplated herein, the Securityholders' Representative") ------------------------------- shall ’ Representative to act as the sole and exclusive agent, attorney-in-fact and representative of each of the Company Indemnifying Securityholders by the consent of the Indemnifying Securityholders and as such is hereby authorized and directed to (i) take any and all actions (including without limitation executing and delivering any documents, incurring any costs and expenses for the account of the Indemnifying Securityholders and making any and all determinations required by this Agreement) which may be required in carrying out his, her or its duties under this Agreement, (ii) bring any and all claims against Parent or its Affiliates for breach of any of their respective representations, warranties, obligations or covenants or other rights of the Indemnifying Securityholders under this Agreement, (iii) exercise such other rights, power and authority as are authorized, delegated and granted to the Securityholders’ Representative under this Agreement in connection with the transactions contemplated hereby and thereby, and (iv) exercise such rights, power and authority as are incidental to the foregoing. Notwithstanding the foregoing, the Securityholders’ Representative shall be authorized have no obligation to act on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Indemnifying Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify herein and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Representative in any Ancillary Agreement, schedule, exhibit or the Disclosure Schedule. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Securityholders’ Representative consistent therewith shall be absolutely and irrevocably binding on each Indemnifying Securityholder as if such Indemnifying Securityholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnifying Securityholder’s individual capacity. The powers, immunities and rights to indemnification granted to the Securityholders’ Representative Group hereunder: (i) the Securityholders' Representative is not authorized to, are coupled with an interest and shall notbe irrevocable and survive the death, accept on behalf incompetence, bankruptcy or liquidation of any Company Stockholder Indemnifying Securityholder and shall be binding on any merger consideration to which such Company Stockholder is entitled under this Agreement successor thereto, and (ii) shall survive the Securityholders' Representative shall not in delivery of an assignment by any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock Indemnifying Securityholder of the Company whole or Parent now any fraction of his, her or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so its interest in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' RepresentativeFund.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative"a) ------------------------------- shall act as the representative By virtue of its approval of the Company Securityholders, and shall be authorized to act on behalf Merger or submission of the Company Securityholders Transmittal Documentation (as applicable), each Securityholder designates and appoints the Securityholders’ Representative as such Securityholder’s agent and attorney-in-fact with full power and authority to take any and all actions required or permitted to be taken by that the Securityholders' ’ Representative believes are necessary or appropriate under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by on behalf of the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitationas fully as if each Securityholder was acting on its own behalf, the exercise of the including full power to and authority on such Securityholder’s behalf (i) authorize the delivery to give and receive notices and communications and to accept service of the Escrow Amount to a Parent Indemnified Party in satisfaction process on behalf of claims by a Parent Indemnified Partysuch Securityholder, (ii) to authorize, negotiate, compromise, settle, agree to and otherwise handle any adjustments to the Merger Consideration under this Agreement, (iii) to agree to, negotiate, enter into settlements and compromises of, and comply with orders judgments or order of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Buyer Indemnitee against any Securityholder or by any Securityholder against any Buyer Indemnitee, or any other dispute between any Buyer Indemnitee and any Securityholder, in each case relating to this Agreement or the transactions contemplated by this Agreement, (iv) to consummate the transactions contemplated herein, (v) to pay such Securityholder’s portion of the Transaction Expenses (whether incurred on or after the date hereof) and to retain amounts from the Merger Consideration for the purpose of paying expenses incurred by it pursuant to matters arising out of this Agreement or satisfying any post-Closing adjustment(s) to the Merger Consideration, (vi) to disburse any funds received hereunder to each Securityholder, (vii) to execute and deliver any Certificates and execution of such further instruments as may be delivered to Buyer, (viii) to interpret all of the terms and provisions of this Agreement and to consent to, execute and deliver any amendment or waiver hereof on behalf of each such Securityholder, (ix) to take all other actions to be taken by or on behalf of such Securityholder in connection herewith, (x) to authorize payments to be made with respect to such claims this Agreement, (xi) to deal with Buyer under this Agreement with respect to all matters arising under this Agreement, (xii) to take any and all other actions specified in or contemplated by this Agreement, and to engage counsel, accountants or other agents in connection with the foregoing matters, (xiii) to obtain reimbursement (whether or not out of the Securityholders’ Rep Expense Fund) as provided for herein for all out-of-pocket fees and expenses and other obligations of, or incurred by, the Securityholders’ Representative in connection with this Agreement and (iiixiv) to take all actions that are either necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken foregoing or are specifically mandated by the terms of this Agreement. Notices or communications to or from the Securityholders' ’ Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written will constitute notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest from each of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person Securityholders for any error of judgment, or any action taken, suffered or omitted to be taken, all purposes under this Agreement or except where the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representativecontext otherwise requires.

Securityholders’ Representative. By execution of this Agreement or the Joinder Agreement, each Holder authorizes and appoints Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being X. Xxxxxxx as the "Securityholders' Representative") ------------------------------- shall act ." The Securityholders' Representative is authorized and appointed by each Holder as the representative of the Company Securityholdershis, her or its exclusive agent and shall be authorized attorney-in-fact to act on behalf of the Company Securityholders and to take do any and all actions required or permitted things and to be taken by execute any and all Transaction Agreements, other than the Securityholders' Representative under this Joinder Agreement, (which, for the avoidance of doubt, excludes any Employment Agreement or the Escrow AgreementNon-Competition Agreement which such Holder may be a party to) or other papers, in such Holder's name, place and stead, in any way which such Holder could do if personally present, with respect to any claims (including all matters which are the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms subject of the Escrow Agreement (Transaction Agreements, other than the Joinder Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given thereunder, (b) amending or otherwise modifying this Agreement or any other Transaction Agreement, other than the exercise of the power Joinder Agreement, and (c) asserting, settling, compromising, waiving or defending, or determining not to assert, settle, compromise or defend, (i) authorize any claim which any Holder may assert, or have the delivery of the Escrow Amount right to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Partyassert, against Parent, or (ii) agree toany claim which a Parent Indemnitee may assert, negotiateor have the right to assert, enter into settlements and compromises ofagainst any Holder. Upon the receipt of written evidence satisfactory to Parent to the effect that Xxxxxxx X. Xxxxxxx (or any subsequent Securityholders' Representative) has died, become disabled, incapacitated or resigned, and comply that another Holder or other Person has been appointed as a substitute Securityholders' Representative by a majority in interest (based on Company Common Stock ownership immediately prior to the Effective Time) of the Holders or their successors, such Person shall be vested with orders the power and authority of courts a Securityholders' Representative as set forth in this Section 2.10 and Parent shall be entitled to rely on such substitute Securityholders' Representative to the same extent as it was entitled to rely upon the original Securityholders' Representative with respect to such claims and (iii) take all actions necessary in the judgment matters covered by this Section 2.10. No Holder shall act with respect to any of the matters which are the subject of this Agreement except through the Securityholders' Representative for the accomplishment of the foregoing)Representative. The Company Securityholders shall be bound by all actions taken by Holders acknowledge and agree that Parent may deal exclusively with the Securityholders' Representative in its capacity thereofrespect of such matters, that the enforceability of this Section 2.10 is material to Parent, and that Parent has relied upon the enforceability of this Section 2.10 in entering into this Agreement. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of Parties waive any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by claims against the Securityholders' Representative arising out of or resulting from any action taken in connection with his or omitted her actions or failures to be taken by act in the capacity of the Securityholders' Representative under or in connection with this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's Transaction Agreements and the transactions contemplated hereby and thereby except as may be caused by the gross negligence, bad faith negligence or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions misconduct of the Securityholders' Representative. For the avoidance of any doubt, the Parent Indemnitees are not hereby waiving any indemnification or other claims they may have against the Securityholders' Representative in his or her capacity as a Holder. The Holders shall jointly and severally indemnify the Securityholders' Representative and hold him or her harmless from and against any and all Losses and Liabilities arising out of or in connection with his or her actions or failures to act under or in connection with this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby except as may be caused by the gross negligence or willful misconduct of the Securityholders' Representative. The Securityholders' Representative may at any time resign without liability by giving written notice of such resignation to the Company (or the Surviving Corporation after the Merger) and the Parent.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being a) By virtue of the "Securityholders' Representative") ------------------------------- shall act as adoption of this Agreement by the representative requisite consent of the Company SecurityholdersStockholders, and each of the Indemnifying Parties (other than such Company Stockholders, if any, who have perfected appraisal rights under Delaware Law) shall be authorized deemed to act have agreed to appoint Shareholder Representative Services LLC as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders Indemnifying Parties to give and receive notices and communications, to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect authorize payment to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against from the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent any Indemnified Party, (ii) 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 claims, to assert, negotiate, enter into settlements and (iii) 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 that are either (i) necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken foregoing or (ii) specifically mandated by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' 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 terms of this Agreement or the Escrow Agreement. As Such agency may be changed by the Indemnifying Parties with the right to any matters not expressly provided for in this Agreement or a majority of the Pro Rata Portions of the Escrow AgreementFund from time to time. Notwithstanding the foregoing, the Securityholders' ’ Representative may resign at any time by providing written notice of intent to resign to the Indemnifying Parties, which resignation shall not exercise any discretion be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse (B) the Securityholders' Representative from and against such Company Stockholder's ratable share appointment of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred a successor by the Securityholders' Representative arising out holders of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or a majority in interest of the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconductFund. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative No bond shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions required of the Securityholders' ’ Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (a) Each Company Securityholder hereby irrevocably constitutes and appoints Fortis Advisors LLC as his, her or its sole, exclusive, true and lawful agent and attorney-in-fact (the “Securityholders’ Representative”), with full power of substitution to act in such person ------------------------------- Company Securityholder’s name, place and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement or the Escrow Agreement, and to act on such Company Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents, on such Company Securityholder’s behalf, as the Securityholders’ Representative deems necessary or appropriate in connection with the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to execute and deliver this Agreement and any successor and all amendments, waivers or successors being modifications hereof; (ii) to waive any condition to the "obligations of such Company Securityholder to consummate the transactions contemplated by this Agreement; (iii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such Company Securityholder that the Securityholders' Representative") ------------------------------- shall act as ’ Representative deems necessary or appropriate in connection with the representative consummation of the transactions contemplated by this Agreement or the Escrow Agreement; and (iv) to do or refrain from doing any further act or deed on behalf of such Company Securityholder as is assigned, delegated or charged to the Securityholders’ Representative or that the Securityholders’ Representative otherwise deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, as fully and completely as such Company Securityholder could do if personally present. Notwithstanding the foregoing, the Securityholders’ Representative shall be authorized have no obligation to act on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of except as expressly provided herein, in the Escrow Agreement (including, without limitation, and in the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises ofPaying Agent Agreement, and comply with orders for purposes of courts with respect to such claims and (iii) take all actions necessary in the judgment clarity, there are no obligations of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' ’ Representative in its capacity thereof. The Securityholders' Representative shall promptlyany ancillary agreement, and in any event within ten (10) business daysschedule, provide written notice to exhibit or the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under Disclosure Schedule. All such actions set forth or described in this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes 1.14(a) will be deemed to be in the best interest of facts ascertainable outside this Agreement and will be binding on the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) Each Seller hereby irrevocably designates and any successor or successors being appoints Pro-Edge, LP. as, and Pro-Edge, LP. hereby irrevocably accepts the "Securityholders' Representative") ------------------------------- shall act designation as and agrees to be, the representative of each Seller and the Company Securityholders, “Securityholders Representative” for purposes of this Agreement. The Securityholders Representative is hereby designated as the attorney in fact and shall be authorized to act agent for and on behalf of the Company Securityholders each Seller and to take any his, her or its respective heirs, successors and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, assigns with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery take all actions and make all decisions on behalf of the Escrow Amount to a Parent Indemnified Party each Seller under this Agreement and any other document or agreement delivered in satisfaction of claims by a Parent Indemnified Partyconnection herewith, (ii) agree toincluding without limitation, negotiate, enter into settlements decisions and compromises of, and comply with orders of courts actions with respect to such payments and adjustments under Article II, with respect to satisfaction and waiver of closing conditions under Article IX, and with respect to claims for indemnification under Article X. The Securityholders Representative also shall have the power to give and (iii) receive all notices and communications to be given or received by the Sellers, or any of them, under this Agreement and to receive service of process for the Sellers, or any of them, in connection with any claims under this Agreement and to take all actions necessary in the judgment on behalf of the Securityholders' Representative for Sellers, or any of them, necessary to settle, pay or take any other actions with respect to the accomplishment of the foregoing). The Company Securityholders Sellers’ or any Seller’s indemnification obligations under Article X. Each Seller shall be bound by all actions taken and documents executed by the Securityholders' Securityholders Representative in its capacity thereofconnection with this Agreement. The Securityholders' Notices or communications to or from the Securityholders Representative shall promptly, and in any event within ten (10) business days, provide written constitute notice to or from each Seller. In performing the Company functions specified in this Agreement, the Securityholders of Representative may act upon any action taken on behalf of them instrument or other writing believed by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Securityholders Representative in a manner that the Securityholders' Representative believes good faith to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted genuine and to be taken, under this Agreement signed or presented by the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it proper Person and shall not be liable for any action taken or omitted to be taken in good faith connection with the performance by it of its duties pursuant to the provisions of this Agreement. The Securityholders Representative shall be indemnified and held harmless by the Sellers, jointly and severally, and in accordance with the advice of such counseleach Seller’s Allocable Portion, accountants or experts. The Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share any Losses incurred on the part of any the Securityholders Representative and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken in connection with the acceptance or omitted administration of its duties hereunder. Without limiting the generality of the foregoing, the Securityholders Representative shall have full power and authority to be taken by interpret all the Securityholders' Representative under terms and provisions of this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement all Sellers and (ii) the Securityholders' Representative shall not in any manner exercisetheir respective heirs, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, successors and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representativeassigns.

Securityholders’ Representative. Xxxxxxx Xxxxxx X. Xxxxx shall, by virtue of the Merger and the approval of this Agreement at the Special Meeting held pursuant to Section 5.4, be appointed attorney-in-fact (with full power of substitution) and authorized and empowered to act for and on behalf of any or all of the holders of the Company Shares and Company Options immediately prior to Merger who are entitled to receive TSA Common Stock hereunder (the "Securityholders") in connection with the following matters: the indemnity provisions of Article X as they relate to the Securityholders generally, the escrow provisions of Article X, the notice provisions of this Agreement and such person ------------------------------- other matters as are reasonably necessary for the consummation of the transactions contemplated hereby (the above named representative, as well as any subsequent representative of the Securityholders appointed by him or after his death or incapacity elected by vote of holders of a majority of the Company Shares to be converted in the Merger and any successor or successors shares of Common Stock of the Company purchasable on the Effective Date pursuant to Company Options to be converted in the Merger (each being the referred to as a "Securityholders' Representative") ------------------------------- shall act as the representative of the Company Securityholders). By his execution hereof, Xxxxxxx X. Xxxxx hereby accepts such appointment and shall be authorized agrees to act on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 expertshereunder. The Securityholders' Representative shall not have be liable to any duty to ascertain or to inquire as to Securityholder, the performance or observance of any of the terms, covenants or conditions of this Agreement Buying Parties or the Escrow Agreement. As Company or any other person with respect to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under or in connection with this Agreement unless such action or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs omission results from or expenses arising arises out of fraud, gross negligence, willful misconduct or resulting from bad faith on the part of the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to Each of the contrary herein or Buying Parties and each of their respective Affiliates (as defined in the Escrow Agreement, (i) the Securityholders' Representative is not authorized toSection 3.14, and shall notincluding, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) after the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IXClosing, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties Company) shall be entitled to rely on all statementssuch appointment and treat the Securityholders' Representative as the duly appointed attorney-in-fact of each Securityholder. Each Securityholder who has not demanded appraisal rights pursuant to Section 2.1.2(i) or who executes the agreement required by Section 8.1.8(e), representations by such election to not demand appraisal rights or execution, confirms such appointment and decisions authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of the Buying Parties to enter into this Agreement is based, in part, on the appointment of a representative to act on behalf of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative"a) ------------------------------- shall act as the representative By virtue of the Company Securityholdersapproval and adoption of this Agreement by the requisite consent of the Company’s stockholders, each of the Escrow Participants (other than such Escrow Participants, if any, to the extent such Escrow Participant has properly asserted or exercised and perfected dissenters’ rights under the NRS and who have not effectively withdrawn or lost such dissenters’ rights) shall be authorized deemed to act have agreed to appoint Fortis Advisors LLC, a Delaware limited liability company as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders Escrow Participants to give and receive notices and communications, to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect authorize payment to any claims (including the settlement thereof) made by a Parent Indemnified Covered Party for indemnification against from the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified any Covered Party, (ii) 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 claims, to assert, negotiate, enter into settlements and (iii) compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Covered Party against any Escrow Participant or by any such Escrow Participant against any Covered Party or any dispute between any Covered Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken foregoing or (ii) specifically mandated by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' 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 terms of this Agreement or the Escrow Agreement. As Agreement (it being understood that all such actions shall be deemed to any matters not expressly provided for in be facts ascertainable outside this Agreement or and be binding on the Escrow AgreementParticipants as a matter of contract law). Such agency may be changed by the Escrow Participants with the right to a majority of the Pro Rata Portions of the Escrow Fund from time to time. Notwithstanding the foregoing, the Securityholders' ’ Representative shall not exercise may resign at any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share time by providing written notice of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted intent to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating resign to the Escrow Fund under this Article IXParticipants, the Securityholders' Representative which resignation shall be effective upon the only party entitled to assert earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the rights appointment of a successor by the holders of a majority in interest of the Company Securityholders, and the Securityholders' Representative Escrow Fund. No bond shall perform all be required of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Stockholder’s Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative"a) ------------------------------- shall act as the representative of the Company SecurityholdersEach Securityholder, and shall be authorized to act on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Letter of Transmittal to be entered into by such Securityholder, has designated and appointed North Bridge and Xxxxxx Xxxx, jointly as the Securityholders’ Representative and as exclusive agent and attorney-in-fact for and on behalf of each Securityholder, with full power and authority in each of the Securityholders’ names, to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of each such Securityholder, amendments, consents and waivers under this Agreement (includingor any Valence Closing Document pursuant to the terms set forth herein and therein, without limitationto make and receive payments on behalf of the Securityholder pursuant to the terms set forth herein, to take such other actions as authorized by this Agreement, including actions in connection with the determination of the Final Adjustment Amount pursuant to Section 2.11 hereof and the Earnout Amount, the exercise defense and/or settlement of any indemnification claims of any Evolent Indemnified Person pursuant to Article IX, to take all actions authorized by the power to (i) authorize the delivery Escrow Agreement, including defending or settling any claims thereunder and releasing and transferring any of the Escrow Amount Fund to a Parent Indemnified Party Evolent in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises ofaccordance with the terms set forth therein, and comply with orders of courts with respect to such claims and (iii) take all actions necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing); provided, however, that the Securityholders’ Representative shall have no obligation to act, except as expressly provided herein. The Company Securityholders All such actions of the Securityholders’ Representative shall be bound binding on the Securityholders as if expressly confirmed and ratified in writing by all actions taken each of them, and no Securityholder shall have the right to object, dissent, protest or otherwise contest the same. Such agency may be changed by a vote or written consent by the Securityholders' Representative holders of a majority of the Shares on an as-converted basis as of the Closing Date, voting in its capacity thereof. The Securityholders' Representative shall promptlythe same manner as would have been voted in accordance with the Organizational Documents of Valence Parent as in effect immediately prior to the Closing Date (the “Majority Holders”), and in any event within from time to time upon not less than ten (10) business days, provide ’ prior written notice to the Company Securityholders of Evolent. If at any action taken on behalf of them by time the Securityholders' ’ Representative pursuant resigns, dies or becomes incapable of acting, the Majority Holders shall appoint another Person to the authority delegated to act as the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' ’ Representative under this Agreement or and immediately thereafter notify Evolent of the Escrow Agreementidentity of such successor. Each successor Securityholders’ Representative shall have all of the power, other than such liabilitiesauthority, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, rights and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under privileges conferred by this Agreement and (ii) upon the original Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders’ Representative, and the term “Securityholders' ’ Representative” as used herein shall be deemed to include any interim or successor Securityholders’ Representative. The Securityholders may not make a claim for indemnity against Evolent pursuant to this Agreement except through the Securityholders’ Representative, who shall make such a claim only upon the written direction of the Majority Holders. The Securityholders’ Representative shall perform all have reasonable access to relevant information about Valence Parent and a reasonable opportunity to consult with employees of the obligations Valence Parent solely for purposes of the Company Securityholders performing its duties and exercising its rights hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of provided that the Securityholders' Representative’ Representative shall treat confidentially and not disclose any nonpublic information from or about Valence Parent to anyone except on a need to know basis to individuals who agree to treat such information confidentially.

Securityholders’ Representative. Xxxxxxx Xxxxxx (a) By virtue of the adoption of this Agreement and the approval of the Merger by the Securityholders, each Securityholder (regardless of whether or not such person ------------------------------- Securityholder votes in favor of the adoption of this Agreement and any successor the approval of the Merger, whether at a meeting or successors being by written consent in lieu thereof, or otherwise approves or consents to the "Securityholders' Representative"adoption of this Agreement and the Merger) ------------------------------- shall act hereby initially appoints, as of the date of this Agreement, Shareholder Representative Services LLC as the representative of the Company Securityholders, ’ Representative. The Securityholders’ Representative shall have full power and shall be authorized to act on behalf of the Company Securityholders and authority to take any and all actions required or permitted under this Agreement and the Escrow Agreement that are to be taken by the Securityholders' ’ Representative. The Securityholders’ Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement and the Escrow Agreement, including, without limitation, executing the Escrow Agreement as Securityholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Securityholders’ Representative, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Securityholders’ Representative in connection with this Agreement or the Escrow Agreement, with respect defending all claims arising pursuant to any Section 3.5 (an “NWC Claim”), defending all indemnity claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund Amount pursuant to Section 9.2 (an “Indemnity Claim”), consenting to, compromising or settling all NWC Claims and Indemnity Claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent and the Escrow Agent under this Article IX Agreement, taking any all other actions specified in or contemplated by this Agreement or the Escrow Agreement, and engaging counsel, accountants or other representatives in connection with respect to any actions to be taken by the foregoing matters. Without limiting the generality of the foregoing, the Securityholders' ’ Representative pursuant shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement (including, without limitation, the exercise of the power and to (i) authorize the delivery of the Escrow Amount consent to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act amendment hereof or thereof in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' ’ Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) By virtue of the approval and any successor or successors being adoption of this Agreement by the "Securityholders' Representative") ------------------------------- shall act as the representative requisite consent of the Company SecurityholdersStockholders and, and if applicable, specific authorization set forth in a Joinder Agreement, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware Law) shall be authorized deemed to act have agreed to appoint Fortis Advisors LLC as the Securityholders’ Representative as the exclusive agent and attorney-in-fact for and on behalf of the Company Securityholders and to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize amend, modify, or supplement this Agreement following the delivery of the Escrow Amount to a Parent Indemnified Party Effective Time as contemplated in satisfaction of claims by a Parent Indemnified PartySection 9.11, (ii) give and receive notices and communications, (iii) 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 indemnification claims made by Parent Indemnified Persons hereunder (including matters with respect to Earn-out Payments), (iv) 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 Person against any Company Securityholder or by any such claims Company Securityholder against any Parent Indemnified Person or any dispute between any Parent Indemnified Person and any such Company Securityholder, in each case relating to this Agreement or the transactions contemplated hereby, and (iiiv) to take all other actions that are either (x) necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative foregoing or otherwise in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under connection with this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify Escrow Agreement and hold harmless and reimburse the Securityholders' ’ Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs Engagement Agreement or expenses suffered or incurred (y) specifically mandated by the Securityholders' Representative arising out terms of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IXforegoing, the Securityholders' ’ Representative shall be the only party entitled have no obligation to assert the rights act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders' ’ Representative shall perform all Engagement Agreement, and for purposes of the clarity, there are no obligations of the Securityholders’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of its intent to resign to the Company Securityholders hereunderSecurityholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of at least a majority of the issued and outstanding shares of Company Capital Stock immediately prior to the Effective Time. The Parent Indemnified Parties immunities and rights to indemnification shall be entitled to rely on all statements, representations and decisions survive the resignation or removal of the Securityholders' ’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) Each Seller Securityholder by approving this Agreement and any successor or successors being the "Securityholders' Representative") ------------------------------- shall transactions contemplated hereby, executing a Letter of Transmittal and/or participating in the Merger and accepting the benefits thereof, hereby irrevocably and unconditionally appoints Papachey, Inc. as its true and lawful attorney-in-fact, to act as its representative (“Securityholders’ Representative”) under this Agreement and, as such, to act, as such holder’s agent (with full power of substitution), to take such action on such holder’s behalf with respect to all matters relating to this Agreement, the representative Merger and the transactions contemplated hereby, including (i) to execute and deliver all certificates and documents that the Securityholders’ Representative deems necessary or appropriate in connection with the consummation of the Company Securityholders, Merger; (iii) to receive and shall be authorized provide a receipt for all payments made by Buyer and/or Seller to act on behalf any of the Company Seller Securityholders under this Agreement; (iv) to pay for or reimburse itself for the costs and to take any and all actions required or permitted to be taken by expenses of the Securityholders' ’ Representative under this Agreement and the Escrow Agreement out of the Securityholders’ Representative Expense Fund; (v) to terminate, amend or waive any provision of this Agreement or the Escrow Agreement, with respect to provided that any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant such termination, amendment or waiver, if material to the terms rights and obligations of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary Seller Securityholders in the reasonable judgment of the Securityholders' Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken by the Securityholders' Representative in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any’ Representative, shall be liable taken in the same manner with respect to all holders unless otherwise agreed by each holder who is subject to any person for any error disparate treatment of judgment, or any action taken, suffered or omitted a potentially adverse nature; (vi) to be taken, defend and settle all disputes and claims that arise under this Agreement or the Escrow AgreementAgreement or any other, except certificate or instrument delivered in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' Representative may consult connection 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As ; and (vii) to do or refrain from doing any matters not expressly provided for further act or deed on behalf of such holders that the Securityholders’ Representative deems necessary or appropriate in such Person’s sole discretion relating to the subject matter of this Agreement or and the Escrow Agreement, the Securityholders' Representative shall not exercise Agreement as fully and completely as any discretion or take any actionSeller Securityholder could do if personally present and acting. Each Company Stockholder severally shall indemnify All decisions and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred actions by the Securityholders' ’ Representative, including any agreement between the Securityholders’ Representative arising out and the Buyer Indemnified Parties relating to indemnification obligations of the Seller Securityholders under Article IX, including the defense or resulting from settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Seller Securityholders, and no holder shall have the right to object, dissent, protest or otherwise contest the same. The Securityholders’ Representative shall incur no liability to the Seller Securityholders with respect to any action taken or omitted to be taken suffered by such holders in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Securityholders' ’ Representative to be genuinely and duly authorized, nor for any other action or inaction taken in its capacity as the Securityholders’ Representative, including with respect to the indemnification obligations of the Seller Securityholders under Article IX, including the defense or settlement of any claims and the making of payments with respect thereto. The Securityholders’ Representative may, in all questions arising under this Agreement or Agreement, the Escrow AgreementAgreement and the transactions contemplated thereby, other than such liabilitiesrely on the advice of counsel, lossesand for anything done, damages, claims, costs omitted or expenses arising out of or resulting from suffered in good faith by the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' ’ Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating be liable to the Escrow Fund under this Article IX, the Seller Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' Representative.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- a) At the Closing, Rxxxxxx X. Xxxxxxxxx shall be constituted and appointed, without any successor or successors being the "Securityholders' Representative") ------------------------------- shall further act as the representative of any Securityholder, the Company Indemnifying Parties’ and the Company Indemnified Parties’ representative (the “Securityholders’ Representative”) and, as such, shall serve as and shall be authorized to act have all powers as agent and attorney-in-fact for and on behalf of each Company Indemnifying Party or Company Indemnified Party, as the Company Securityholders case may be: (i) to give and to take any receive notices and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, communications on their behalf with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against matters related to this Agreement, the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by Agreements or the Securityholders' ’ Representative pursuant Fund Escrow Agreement; (ii) to the terms of enter into and perform under the Escrow Agreement Agreements and the Securityholders’ Representative Fund Escrow Agreement; (including, without limitation, the exercise of the power iii) to (i) authorize the delivery of Indemnity Escrowed Shares or other property from the Indemnity Escrow Amount Fund to a Parent Indemnified Party Party; (vi) to object to such deliveries and any claims set forth in satisfaction of claims by a any Parent Indemnified Party, Indemnification Certificate; (iiv) 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 any claim for indemnification pursuant to this Article VIII; (vi) to litigate, mediate, arbitrate, defend, enforce or take any other actions and execute the Escrow Agreements and any other documents that the Securityholders’ Representative deems advisable in connection with enforcing any rights or obligations or defending any claim or action under this Agreement on behalf of the Company Indemnifying Parties and the Company Indemnified Parties; (vii) to sign receipts, consents or other documents in connection with the Securityholders’ Representative’s duties hereunder; and (iiiviii) to take any and all actions necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing), in each case, without having to seek or obtain the consent of any Securityholder. The Company Securityholders shall be bound by all actions taken by Notice or communications to or from the Securityholders' Representative in its capacity thereof. The Securityholders' ’ Representative shall promptly, and in any event within ten (10) business days, provide written constitute notice to or from the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of Indemnifying Parties and the Company SecurityholdersIndemnified Parties. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted All actions to be taken by a Company Indemnified Party or Company Indemnifying Party, as the case may be, shall be taken solely by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of the Company Securityholders hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Securityholders' ’ Representative.

Securityholders’ Representative. Xxxxxxx (a) By virtue of the approval of the Merger and this Agreement by the Indemnifying Parties and/or entering into a Joinder Agreement, each of the Indemnifying Parties shall be deemed to have agreed to appoint Xxxx Xxxxxx (such person ------------------------------- as its agent and any successor or successors being the "Securityholders' Representative") ------------------------------- shall act attorney-in-fact as the representative of the Company Securityholders, ’ Representative for and shall be authorized to act on behalf of the Company Securityholders Indemnifying Parties to give and receive notices and communications, to take any and all actions required or permitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, with respect authorize payment to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against from the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of the Escrow Amount to a Parent Indemnified Party in satisfaction of claims by a Parent any Indemnified Party, (ii) 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 claims, to assert, negotiate, enter into settlements and (iii) 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 that are either (i) necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall be bound by all actions taken , or (ii) specifically mandated by the Securityholders' Representative in its capacity thereofterms of this Agreement. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner Parent; provided, however, that the Securityholders' ’ Representative believes may not be removed or any change to be in the best agency made unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent or such change. Notwithstanding the foregoing, a vacancy in the position of Securityholders’ Representative may be filled by the holders of two-thirds in interest of the Escrow Fund. Neither No bond shall be required of the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' 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 Securityholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Securityholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' ’ Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (ii) the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' Representative shall be the only party entitled to assert the rights of the Company Securityholders, and the Securityholders' ’ Representative shall perform all of the obligations of the Company Securityholders hereundernot receive any compensation for its services. The Parent Indemnified Parties shall be entitled Notices or communications to rely on all statements, representations and decisions of or from the Securityholders' Representative’ Representative shall constitute notice to or from the Indemnifying Parties.

Securityholders’ Representative. Xxxxxxx Xxxxxx (such person ------------------------------- and any successor or successors being the "Securityholders' Representative"a) ------------------------------- shall act as the representative of the The Company Securityholders, by approving this Agreement and shall be authorized the transactions contemplated hereby, hereby irrevocably appoint Fortis Advisors LLC as Securityholders’ Representative in accordance with the terms of the securityholders’ representative agreement attached hereto as Exhibit I (the “Securityholders’ Representative Agreement”), including to act on behalf as their agent and attorney-in-fact for purposes of this Agreement and the Company Securityholders and Escrow Agreement, consent to take the taking by the Securityholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholders' Representative it under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification against the Escrow Fund pursuant to this Article IX and with respect to any actions to be taken by the Securityholders' Representative pursuant to the terms of the Escrow Agreement (including, without limitation, including the exercise of the power to (i) authorize the delivery to Parent of the Escrow Amount to a Parent Indemnified Party Funds in satisfaction of claims by a Parent Indemnified Partyor otherwise, (ii) agree to, negotiate, enter into settlements and compromises ofof and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such claims or otherwise, resolve any claims made pursuant to Section 10 and (iii) the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Securityholders' ’ Representative for the accomplishment of the foregoing). The Company Securityholders shall ) and waive any and all defenses which may be bound by all actions taken by available to contest, negate or disaffirm the action of the Securityholders' ’ Representative taken in its capacity thereof. The Securityholders' Representative shall promptly, and in any event within ten (10) business days, provide written notice to the Company Securityholders of any action taken on behalf of them by the Securityholders' Representative pursuant to the authority delegated to the Securityholders' Representative under this Section 9.04. The Securityholders' Representative shall at all times act in his or her capacity as Securityholders' Representative in a manner that the Securityholders' Representative believes to be in the best interest of the Company Securityholders. Neither the Securityholders' Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, good faith under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Securityholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and Parent shall not be liable for any action taken or omitted entitled to be taken in good faith by it in accordance deal exclusively with the advice of such counsel, accountants or experts. The Securityholders' ’ Representative shall not have any duty on all matters relating to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or and the Escrow Agreement, the Securityholders' Representative and shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Securityholders' Representative from and against such Company Stockholder's ratable share be entitled to rely conclusively (without further evidence of any and all liabilities, losses, damages, claims, costs kind whatsoever) on any document executed or expenses suffered or incurred by the Securityholders' Representative arising out of or resulting from any action taken or omitted purported to be taken by the Securityholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Securityholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Securityholders' Representative is not authorized to, and shall not, accept executed on behalf of any Company Stockholder Securityholder by the Securityholders’ Representative, and on any merger consideration other action taken or purported to which be taken on behalf of any Company Securityholder by the Securityholders’ Representative, as fully binding upon such Company Stockholder is entitled under this Agreement Securityholder. The rights and (ii) obligations of the Securityholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Securityholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder. In all matters relating to the Escrow Fund under this Article IX, the Securityholders' ’ Representative shall be as set forth herein and in the only party entitled Securityholders’ Representative Agreement. If the Securityholders’ Representative shall become unable to assert the rights fulfill its responsibilities as agent of the Company Securityholders, and the Securityholders' Representative shall perform all of the obligations of then the Company Securityholders hereunderwho held a majority of the voting Company Capital Stock immediately prior to the Merger (the “Requisite Former Company Securityholders”) are authorized and shall, within 10 days after disability or resignation, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. The Parent Indemnified Parties Any such successor shall become the “Securityholders’ Representative” for purposes of this Agreement and the Escrow Agreement. If for any reason there is no Securityholders’ Representative at any time, all references herein to the Securityholders’ Representative shall be entitled deemed to rely on all statements, representations and decisions of refer to the Requisite Former Company Securityholders' Representative.