Common use of Securityholders’ Representative Clause in Contracts

Securityholders’ Representative. (a) By virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) shall be deemed to have agreed to appoint Fortis Advisors LLC as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, 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 or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Time. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, 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 Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall 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 in connection with its services hereunder. The Securityholders’ Representative shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party.

Securityholders’ Representative. (a) By Each Company Securityholder by virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware Laws) or the applicable laws of the State of California) by accepting any consideration payable hereunder shall be deemed to have agreed to appoint Fortis Advisors LLC LLC, a Delaware limited liability company, as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders to act for the Company Securityholders with regard to matters pertaining to Sections 1.17, 1.18, 1.19, 5.5, 5.9, 5.14, 7.3, Article VIII and Article IX, give and receive notices and communications, to authorize payment to any Indemnified Party Person from the Escrow Fund Amount in satisfaction of claims by any Indemnified PartyPerson, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party Person against any Company Securityholder or by any such Company Securityholder against any Indemnified Party Person or any dispute between any Indemnified Party Person and any such Company Securityholder, in each case relating to this Agreement or the transactions contemplated hereby, 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 or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. All actions of the Securityholders’ Representative shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Company Securityholders as a matter of contract law. Each Company Securityholder agrees to receive correspondence from the Securityholders’ Representative, including in electronic form. Such agency may be changed by the Company Securityholders holding with the right to a majority-in-interest majority of the Outstanding Shares (on an as converted Escrow Amount from time to Company Common Stock basis) immediately prior to the Effective Timetime. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, which resignation shall be effective upon the earlier of (A) thirty (30) 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 Escrow FundAmount. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of If the Securityholders’ Representative shall 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 the identity of such successor. Any such successor shall succeed the former the Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any member of reason there is no Securityholders’ Representative at any time, all references herein to the Advisory Group and Securityholders’ Representative shall be deemed to refer to the Closing and/or any termination of this Agreement and the Escrow AgreementCompany Securityholders. No bond shall be required of the Securityholders’ Representative in connection with its services hereunder. The Representative, and the Securityholders’ Representative shall not receive any compensation for its services. 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 and shall be entitled to: (i) rely final, binding and conclusive upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partySecurityholders.

Securityholders’ Representative. (a) By virtue Each Seller hereby irrevocably designates and appoints Pro-Edge, LP. as, and Pro-Edge, LP. hereby irrevocably accepts the designation as and agrees to be, the representative of each Seller and the approval and adoption “Securityholders Representative” for purposes of this Agreement by Agreement. The Securityholders Representative is hereby designated as the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) shall be deemed to have agreed to appoint Fortis Advisors LLC as its attorney in fact and agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of each Seller and his, her or its respective heirs, successors and assigns with respect to the Company exercise of the power to take all actions and make all decisions on behalf of each Seller under this Agreement and any other document or agreement delivered in connection herewith, including without limitation, decisions and actions with respect to 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 receive all notices and communicationscommunications to be given or received by the Sellers, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between of them, under this Agreement and to receive service of process for the Sellers, or any Indemnified Party and any such Company Securityholderof them, in each case relating to connection with any claims under this Agreement or the transactions contemplated hereby, and to take all actions on behalf of the Sellers, or any of them, necessary to settle, pay or take any other actions that are either (i) necessary with respect to the Sellers’ or appropriate any Seller’s indemnification obligations under Article X. Each Seller shall be bound by all actions taken and documents executed by the Securityholders Representative in connection with this Agreement. Notices or communications to or from the judgment Securityholders Representative shall constitute notice to or from each Seller. In performing the functions specified in this Agreement, the Securityholders Representative may act upon any instrument or other writing believed by the Securityholders Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in 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 Indemnifying Securityholders, jointly and severally, and in accordance with each Indemnifying Securityholder Applicable Indemnification Portion, from and against any Losses incurred on the part of the Securityholders’ Securityholders Representative for and arising out of or in connection with the accomplishment acceptance or administration of its duties hereunder. Without limiting the foregoing or (ii) specifically mandated by the terms generality of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Time. Notwithstanding the foregoing, the Securityholders’ Securityholders Representative may resign at any time by providing written notice of intent shall have full power and authority to resign to interpret all the Company Securityholders, 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 Escrow Fund. The immunities terms and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of the Securityholders’ Representative or any member of the Advisory Group and the Closing and/or any termination provisions of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Representative in connection with its services hereunder. The Securityholders’ Representative shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partyall Indemnifying Securityholders and their respective heirs, successors and assigns.

Securityholders’ Representative. (a) By virtue of by participating in the approval transactions contemplated hereby and adoption of this Agreement by receiving the requisite consent of benefits thereof, including the Company Stockholders or by right to receive the execution of a letter of transmittal by a Company Securityholderconsideration payable in connection with such transactions, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) Securityholder shall be deemed to have agreed to appoint Fortis Advisors approved the designation of, and hereby designates, Shareholder Representative Services LLC as its agent and attorney-in-fact (the “Securityholders’ Representative”) as the Company Securityholders’ representative and as their duly authorised agent, attorney and representative for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative shall be the only person entitled (on behalf of the Company Securityholders Securityholders) to give and receive notices and enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to authorize payment rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Indemnified Party from Company Securityholders in respect of the Escrow Fund decisions, determinations or agreements made or consented to by the Securityholders’ Representative, or for any acts done or not done by the Securityholders’ Representative, under or in satisfaction of claims by any Indemnified Partyconnection with this Agreement, except 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 the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such claimsdecision, to assertdetermination, 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 agreement or act done or not done by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, 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 in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless the accomplishment Securityholders’ Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the foregoing or (ii) specifically mandated by Securityholders’ Representative pursuant to the terms of this Agreement or and the Escrow Agreement. Such agency may be changed by Agreement provided that, in the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Time. Notwithstanding the foregoing, the event that any such Securityholders’ Representative may resign at Losses or any time by providing written notice of intent portion thereof is finally adjudicated to resign to the Company Securityholders, 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 have been primarily caused by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation gross negligence or removal wilful misconduct 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 its successors or assigns, the Securityholders’ Representative will reimburse the Company Securityholders the amount of such Securityholders’ Representative Losses attributable to such gross negligence or wilful misconduct. If not paid directly to the Securityholders’ Representative by the Company Securityholders, any such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds in connection with the Escrow Fund otherwise distributable to Company Securityholders following the termination of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwise. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its services responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the former Securityholders’ Representative as the Securityholders’ Representative hereunder. The If for any reason there is no Securityholders’ Representative at any time, all references herein to the Securityholders’ Representative shall be entitled to: (i) rely upon deemed to refer to the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholders. Each Company Securityholder or other party.hereby agrees to receive correspondence from the Securityholders’ Representative, including in electronic form;

Securityholders’ Representative. (a) By Each Company Securityholder by virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware Laws) or the applicable laws of the State of California) by accepting any consideration payable hereunder shall be deemed to have agreed to appoint Fortis Advisors LLC LLC, a Delaware limited liability company, as its agent and attorney-in-fact (the “”Securityholders’ Representative”) for and on behalf of the Company Securityholders to act for the Company Securityholders with regard to matters pertaining to Sections 1.17, 1.18, 1.19, 5.10, 5.15, 7.3, Article VIII and Article IX, give and receive notices and communications, to authorize payment to any Indemnified Party Person from the Escrow Fund Amount in satisfaction of claims by any Indemnified PartyPerson, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party Person against any Company Securityholder or by any such Company Securityholder against any Indemnified Party Person or any dispute between any Indemnified Party Person and any such Company Securityholder, in each case relating to this Agreement or the transactions contemplated hereby, 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 or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. All actions of the Securityholders’ Representative shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Company Securityholders as a matter of contract law. Each Company Securityholder agrees to receive correspondence from the Securityholders’ Representative, including in electronic form. Such agency may be changed by the Company Securityholders holding with the right to a majority-in-interest majority of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective TimeEscrow Amount 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 Company Securityholders, 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 Escrow FundAmount. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of If the Securityholders’ Representative shall 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 the identity of such successor. Any such successor shall succeed the former the Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any member of reason there is no Securityholders’ Representative at any time, all references herein to the Advisory Group and Securityholders’ Representative shall be deemed to refer to the Closing and/or any termination of this Agreement and the Escrow AgreementCompany Securityholders. No bond shall be required of the Securityholders’ Representative in connection with its services hereunder. The Representative, and the Securityholders’ Representative shall not receive any compensation for its services. 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 and shall be entitled to: (i) rely final, binding and conclusive upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partySecurityholders.

Securityholders’ Representative. (a) By Each Escrow Participant by virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware Law) or the applicable laws of the State of California) by accepting any consideration payable hereunder shall be deemed to have agreed to appoint Fortis Advisors Telegraph Hill Partners Management Company LLC as its agent and attorney-in-fact (the “Securityholders’ RepresentativeRepresentative ”) for and on behalf of the Company Securityholders Escrow Participants to act for the Escrow Participants with regard to matters pertaining to Sections 2.6, 2.7, 6.8, 7.3, Article IX and Article X, give and receive notices and communications, to authorize authorizes payment to any Indemnified Party Person from the Indemnity Escrow Fund Amount in satisfaction of claims by any Indemnified PartyPerson, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party Person against any Company Securityholder Escrow Participant or by any such Company Securityholder Escrow Participant against any Indemnified Party Person or any dispute between any Indemnified Party Person and any such Company SecurityholderEscrow Participant, in each case relating to this Agreement or the transactions contemplated hereby, 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 or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Each Escrow Participant agrees to receive correspondence from the Securityholders’ Representative, including in electronic form. Such agency may be changed by the Company Securityholders holding Escrow Participants with the right to a majority-in-interest majority of the Outstanding Shares (on an as converted Indemnity Escrow Amount from time to Company Common Stock basis) immediately prior to the Effective Timetime. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company SecurityholdersEscrow Participants, 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 Indemnity Escrow FundAmount. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of If the Securityholders’ Representative shall be removed, resign or any member otherwise be unable to fulfill its responsibilities hereunder, the Escrow Participants shall appoint a successor to the Securityholders’ Representative, and shall immediately thereafter notify Acquiror of the Advisory Group and identity of such successor. Any such successor shall succeed the Closing and/or former Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any termination of reason there is no Securityholders’ Representative at any time, all references in this Agreement and to the Securityholders’ Representative shall be deemed to refer to the Escrow AgreementParticipants. No bond shall be required of the Securityholders’ Representative in connection with its services hereunderRepresentative. The A decision, act, consent or instruction of the Securityholders’ Representative Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Escrow Participants and shall be entitled to: (i) rely final, binding and conclusive upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partyEscrow Participants.

Securityholders’ Representative. (a) By virtue At the Closing, by the adoption of the approval Merger, and adoption of this Agreement by receiving the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholderbenefits thereof, including any consideration payable hereunder, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) Securityholder shall be deemed to have agreed to appoint approved the appointment of, and Fortis Advisors LLC shall be constituted and appointed as its the Securityholders’ Representative. The Securityholders’ Representative shall be the exclusive representative, agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders for all purposes in connection with this Agreement and the agreements ancillary hereto, including to (i) execute, as the Securityholders’ Representative, this Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated hereby, (ii) give and receive notices notices, instructions and communicationscommunications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Company Securityholder, to or from Buyer (on behalf of itself or any other Buyer Indemnified Party) relating to this Agreement or any of the transactions contemplated hereby and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Company Securityholder individually), (iii) review, negotiate and agree to and authorize payment Buyer to any Indemnified Party reclaim an amount of cash from the Indemnity Escrow Fund, the Specified Matters Escrow Fund or the Adjustment Escrow Fund in satisfaction of claims asserted by Buyer (on behalf of itself or any other Buyer Indemnified Party, including by not objecting to such claims) pursuant to Section 8, (iv) object to such paymentsclaims pursuant to Section 2.17 or Section 8, to (v) consent or agree to, negotiate, enter into into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with judgments, orders or decrees of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any other claim such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by settlement or otherwise, and take or forego any Indemnified Party against or all actions permitted or required of any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, 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 and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Securityholders, (vii) consent or (ii) specifically mandated by the agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or the Escrow Agreement. Such agency may be changed by benefits to the Company Securityholders holding a majority-in-interest (other than with respect to the payment of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior consideration payable hereunder to the Effective TimeCompany Securityholders) in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 2.17, review, negotiate, object to, accept or agree to the calculations set forth in the Buyer Closing Statement and (ix) take all actions necessary or appropriate in the judgment of the Securityholders’ Representative hereunder, under the Escrow Agreement or under the Securityholders’ Representative Engagement Agreement for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance and (x) utilize the Expense Fund in connection with any of the foregoing. Notwithstanding the foregoing, the Securityholders’ Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein and in the Securityholders’ Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. Buyer, Merger Subs and their respective Affiliates (including after the Effective Time, the First Step Surviving Corporation and after the Second Effective Time, the Final Surviving Entity) shall be entitled to rely on the appointment of Shareholder Representative Services LLC as the Securityholders’ Representative and treat such Securityholders’ Representative as the duly appointed attorney-in-fact of each Company Securityholder and has having the duties, power and authority provided for in this Section 10.2. Each Company Securityholder shall be bound by all actions taken and documents executed by the Securityholders’ Representative in connection with this Section 10.2, and Buyer and other Buyer Indemnified Parties shall be entitled to rely exclusively on any action or decision of the Securityholders’ Representative. The Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, which resignation shall be effective upon the earlier of (A) with no less than thirty (30) calendar days following delivery of such days’ prior written notice or (B) the appointment of a successor by the holders of a majority as provided for in interest of the Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of the Securityholders’ Representative Engagement Agreement. The Person serving as the Securityholders’ Representative may be removed or any member of replaced from time to time, or if such Person resigns from its position as the Advisory Group and Securityholders’ Representative, then a successor may be appointed, by the Closing and/or any termination of this Agreement and the Escrow AgreementCompany Securityholders collectively having a Pro Rata Share greater than 50% upon not less than thirty (30) days’ prior written notice to Buyer. No bond shall be required of the Securityholders’ Representative in connection with its services hereunder. The Securityholders’ Representative shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partyRepresentative.

Securityholders’ Representative. (a) By virtue voting in favor of the approval and adoption of this Agreement by Agreement, the requisite consent approval of the Company Stockholders Merger and the consummation of the Merger, or by participating in the execution of a letter of transmittal by a Company SecurityholderMerger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) Indemnifying Person shall be deemed to have agreed to appoint Fortis Advisors LLC approved the designation of, and hereby designates as its of the date hereof, Xx. Xxxx as the agent and attorney-in-attorney in fact (of such Indemnifying Person and as the “Securityholders’ Representative”) Representative for and on behalf of the Company Securityholders such Indemnifying Person to give and receive notices and communications in connection with this Agreement and related matters, including in connection with claims for indemnification under Article XI, and for all other purposes hereunder, including to give and receive notices and communications, ; to authorize payment delivery to any Indemnified Party from Parent of the applicable portion of the Escrow Fund in satisfaction of claims for indemnification by any Indemnified Party, Parent; to object to such payments, deliveries; 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 to, such claims, ; to assertagree to, negotiate, enter into settlements and compromises of, provide amendments and demand arbitration supplements to and comply with orders waivers in respect of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholder, in each case relating to this Agreement or and the transactions contemplated hereby, Escrow Agreement; 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 any or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Securityholders holding a majority-in-interest all of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Timeforegoing; and Xx. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of Xxxx hereby accepts such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall 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 Agreementdesignation. No bond shall be required of the Securityholders’ Representative, and the Securityholders’ Representative in connection with its services hereundershall receive no compensation for his services. The Securityholders’ Representative may resign at any time. A new Securityholders’ Representative may be appointed at any time by Xx. Xxxx, such appointment to become effective upon the written acceptance thereof by the new Securityholders’ Representative. Written notice of any resignation or appointment of the Securityholders’ Representative shall be entitled to: (i) rely upon delivered by the Payment Schedule, (ii) rely upon any signature believed by it Securityholders’ Representative to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partyParent promptly after such action is taken.

Securityholders’ Representative. (a) By Each Company Securityholder, by virtue of the approval and adoption of this Agreement by the requisite consent of the Company Stockholders or by the execution of a letter of transmittal by a Company Securityholder, each of the Company Securityholders other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under the Delaware Code) or the applicable laws of the State of California) by accepting any consideration payable hereunder shall be deemed to have agreed to appoint Fortis Advisors LLC Josh Held as its agent and attorney-in-fact (the “Securityholders’ Representative”) for and on behalf of the Company Securityholders to act for the Company Securityholders as set forth herein, including, without limitation, with regard to matters pertaining to Sections 1.4, 2.3, 2.4, 2.5, 2.6, 6.4, 6.6, 7.3, Article IX and Article X, give and receive notices and communications, to authorize payment to any Indemnified Party from the offsetting Escrow Fund Shares in satisfaction of claims by any Indemnified PartyPerson, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party Person against any Company Securityholder Escrow Participant or by any such Company Securityholder against any Indemnified Party Person or any dispute between any Indemnified Party Person and any such Company Securityholder, in each case case, relating to this Agreement or the transactions contemplated hereby, 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 or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by Each Company Securityholder agrees to receive correspondence from the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective TimeSecurityholders’ Representative, including in electronic form. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, 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 Escrow FundShares. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of If the Securityholders’ Representative shall be removed, resign or any member 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 Advisory Group and identity of such successor. Any such successor shall succeed the Closing and/or former Securityholders’ Representative as the Securityholders’ Representative hereunder. If, for any termination of reason, there is no Securityholders’ Representative at any time, all references in this Agreement and to the Securityholders’ Representative shall be deemed to refer to the Escrow AgreementParticipants. No bond shall be required of the Securityholders’ Representative in connection with its services hereunderRepresentative. The A decision, act, consent or instruction of the Securityholders’ Representative Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Company Securityholders and shall be entitled to: (i) rely final, binding and conclusive upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partySecurityholders.