Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) MacArthur Investments, LLC is hereby constituted to act as the agent, proxy, attorney-in-fact and representative for the Company Securityholders and their successors and assigns for all purposes under this Agreement (the “Stockholder Representative”), and the Stockholder Representative, by his signature below, agrees to serve in such capacity. (b) The Stockholder Representative shall have the power and authority to take such actions on behalf of each Company Securityholder as the Stockholder Representative, in his sole judgment, may deem to be in the best interests of the Company Securityholders or otherwise appropriate on all matters related to or arising from this Agreement or any other Transaction Document. Such powers shall include: (i) executing and delivering this Agreement, the other Transaction Documents, any certificates, consents and other documents contemplated by this Agreement, and any and all supplements, amendments, waivers or modifications thereto; (ii) giving and receiving notices and other communications relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (iii) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, including matters in Article IX, the other Transaction Documents and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement and the other Transaction Documents; (iv) taking all actions necessary or appropriate in connection with any disputes regarding the Estimated Schedule or the Final Calculations; (v) engaging attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate, in the sole and absolute discretion of the Stockholder Representative in the performance of his duties under this Agreement and any other Transaction Documents; and (vi) taking all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. (c) The power of attorney appointing the Stockholder Representative as attorney-in-fact is coupled with an interest and the death or incapacity of any Company Securityholder shall not terminate or diminish the authority and agency of the Stockholder Representative. (d) In the event that the Stockholder Representative resigns, or is unable to serve, a replacement Stockholder Representative shall be appointed by a majority of the Company Securityholders based on the Pro Rata Portions, upon prior written notice to Parent. If a replacement Stockholder Representative is not appointed promptly after the prior Stockholder Representative’s resignation or inability to serve, Parent shall be entitled to appoint a replacement Stockholder Representative to serve as such until the Company Securityholders appoint a replacement Stockholder Representative. The decisions and actions of any such replacement Stockholder Representative shall be, for all purposes, those of the Stockholder Representative as if originally named herein. The Stockholder Representative shall not be liable to the Company Securityholders for any action taken or omitted to be taken by the Stockholder Representative in his capacity as Stockholder Representative pursuant to the terms of this Agreement, except to the Company Stockholder Consentextent such action or omission shall have been determined by a court of competent jurisdiction in a final non-appealable judgment to have constituted intentional misconduct or Fraud. All fees and expenses, including for attorneys, accountants and financial and other advisors, paying agents and other persons and insurance, in each of the Company’s stockholders) irrevocably appoints case necessary or appropriate and engaged by the Stockholder Representative in the performance of his duties under this Agreement shall be paid from the Stockholder Representative Fund Shares, to act as representativethe extent any funds remain in the Stockholder Representative Fund Shares, agentand thereafter by the Stockholder Representative, proxy and attorney-in-fact who shall be entitled to recover any such amounts from each Company Securityholder based on such holder’s Pro Rata Portion (but in no event will any Company Securityholder be liable for such amounts in excess of the Pro Rata Portion of the Merger Consideration actually received by the Company Stockholders for Securityholder). (e) The Company Securityholders shall, jointly and severally, indemnify, defend and hold harmless the Stockholder Representative and his heirs, representatives, successors and assigns, from and against any and all purposes under claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Stockholder Representative pursuant to the terms of this Agreement, except to the Merger and otherwise extent such action or omission shall have been determined by a court of competent jurisdiction in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices a final non-appealable judgment to have constituted intentional misconduct or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith Fraud on the part of the Stockholder Representative; provided, will that no Company Securityholder shall be entitled liable to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects pursuant to incur this Section 2.10(e) for any amount in connection with excess of the Company stockholders’ obligations under this Agreement, portion of the Merger Consideration to which such Company Securityholder is entitled pursuant to this Article II. In addition, each Company Securityholder forever voluntarily releases and otherwise in connection with discharges the Contemplated TransactionsStockholder Representative, his heirs, representatives, successors and assigns, from any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including amounts required to pay the attorneys’ fees and expenses court costs), whether known or unknown, anticipated or unanticipated, arising as a result of professionals or incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, actions taken or not omitted to be taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon pursuant to the Company’s stockholdersterms of this Agreement, and no Company stockholder will except to the extent such action or omission shall have the right been determined by a court of competent jurisdiction in a final non-appealable judgment to object, dissent, protest have constituted intentional misconduct or otherwise contest the sameFraud. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein shall be entitled to recover from each Company Securityholder based on such holder’s Pro Rata Portion, expenses (including attorneys’ fees and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities court costs) incurred by the Stockholder Representative in connection with the performance defending any claim, demand, suit, action or cause of hisaction. (f) Each Company Securityholder agrees that Parent shall be entitled to rely, her and shall be fully protected in relying, on any action taken, or its duties as any action not taken, by the Stockholder Representative, includingon behalf of such Company Securityholder, without limitationpursuant to this Section 2.10 (an “Authorized Action”), and that each Authorized Action shall be binding on each Company Securityholder as fully as if such Company Securityholder had taken such Authorized Action. (g) Parent shall not be liable to any actionStockholder Indemnitee for Losses sustained by any such Stockholder Indemnitee, suit to the extent arising out of or proceeding related to which the performance of, or failure to perform by, the Stockholder Representative is made a party by reason of the fact that its obligations set forth in this Agreement or any other Transaction Documents, as applicable, including with respect to the Stockholder Representative is Fund Shares, nor shall the actions of, or was acting as the failure to act by, the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor be used as a defense against any agent employed claim for Losses made by the Stockholder Representative will incur any Liability a Parent Indemnitee pursuant to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseany other Transaction Documents. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consent, each adoption of this Agreement by the Company’s stockholders) , and without further action of any stockholder, optionholder, or warrantholder of the Company, each such Company stockholder shall be deemed to have irrevocably appoints the Stockholder Representative to act constituted and appointed Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx (and by execution of this Agreement Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx hereby accept such appointment), as representative, agent, proxy agent and attorney-in-fact for and on behalf of the Company Stockholders for Company’s stockholders, with full power of substitution, to act in the name, place and stead of each such stockholder with respect to this Agreement and the Escrow Agreement and the taking by the Stockholder Representatives of any and all purposes actions and the making of any decisions required or permitted to be taken by the Stockholder Representatives under this Agreement or the Escrow Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) give and receive notices and communications under this Agreement or service of process, the Escrow Agreement; (ii) negotiate, determine, compromise, settle and take any other action permitted or called authorize delivery to Parent of Escrow Shares held under the Escrow Agreement in satisfaction of claims for indemnification made by any Company stockholder Buyer Indemnified Parties under this Agreement, ; (iii) execute object to claims for indemnification made by Buyer Indemnified Parties under this Agreement or the Escrow Agreement; (iv) agree to, negotiate, enter into settlements and deliver compromises of, and comply with orders of courts with respect to claims for indemnification made by any terminationBuyer Indemnified Party under this Agreement; (v) take all actions necessary or appropriate in the good faith judgment of the Stockholder Representatives for the accomplishment of the foregoing, amendment and (v) to vote the Escrow Shares in connection with any meeting or waiver consent solicitation of Parent’s stockholders during the period in which the Escrow Shares are held in escrow. The power of attorney granted in this Section 10.13 is coupled with an interest and is irrevocable, may be delegated by the Stockholder Representative and shall survive the death or incapacity of any Company stockholder. The identity of the Stockholder Representatives and the terms of the agency may be changed, and successor Stockholder Representatives may be appointed, from time to time (including in the event of the death, disability or other incapacity of the either Stockholder Representative) by Indemnifying Company Stockholders entitled under this Agreement to receive more than fifty percent (50%) of the Merger Consideration, and any such successor shall succeed the Stockholder Representatives as a Stockholder Representatives hereunder. No bond shall be required of the Stockholder Representatives, and the Stockholder Representatives shall receive no compensation for his services. (b) The Stockholder Representatives shall not be liable for any Damages incurred by the Stockholder Representatives while acting in good faith and arising out of or in connection with the acceptance or administration of its duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). Each Indemnifying Company Stockholder (in accordance with the Allocation Percentage of such Indemnifying Company Stockholder) agrees to indemnify the Stockholder Representatives against liability for any action taken or not taken by him in his capacity as such agent. In such event, the Escrow Shares being released to the Indemnifying Company Stockholders pursuant to this Agreement in connection therewith, and the Escrow Agreement (ivprior to distribution to the Indemnifying Company Stockholders) engage such counsel, experts shall be available to indemnify and other agents and consultants as hold the Stockholder Representative deems necessary in connection with exercising harmless against any Damages incurred by the powers granted hereunder and, in the absence of Stockholder Representatives without bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representatives and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction acceptance or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance administration of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement and the Escrow Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability Representatives shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by them in respect connection with actions taken by them pursuant to the terms of this Agreement or the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) from the Escrow Shares being released to the Indemnifying Company Stockholders pursuant to this Agreement and the Escrow Agreement (prior to distribution to the Indemnifying Company Stockholders), without the requirement of any action, claim consent or proceeding brought against the Stockholder Representative approval by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithParent. (c) The provisions From and after the Effective Time, Parent shall cause the Surviving Corporation to provide the Stockholder Representatives with reasonable access to information about the Surviving Corporation and the reasonable assistance of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, officers and successors employees of each Company Stockholder, Parent and any references in the Surviving Corporation for purposes of performing their duties and exercising their rights under this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseEscrow Agreement. (d) If From and after the Effective Time, a decision, act, consent or instruction of either Stockholder Representative shall dieconstitute a decision of all Company stockholders and shall be final, become disabled binding and conclusive upon each Company stockholder, and the Escrow Agent and Parent may rely upon any decision, act, consent or otherwise be unable instruction of a Representative as being the decision, act, consent or unwilling to fulfill his, her or its responsibilities as agent instruction of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership each of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent stockholders. Parent and Surviving Corporation are hereby relieved from any liability to any person for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred any acts done by the Stockholder Representative and any acts done by Parent or Surviving Corporation in connection accordance with the performance any such decision, act, consent or instruction of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timea Representative.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, including counterparts hereof, each of Seller hereby irrevocably constitutes and appoints Lese Xxx Xxxxxx as the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy true and lawful agent and attorney-in-fact for (the Company Stockholders for “Stockholder Representative”) of such Seller with full powers of substitution to act in the name, place and stead of such Seller with respect to the performance on behalf of such Seller under terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all purposes such further acts and things, and to execute all such documents, as the Stockholder Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: : (i) to receive notices or service of process, all payments made by the Buyer to the Sellers under this Agreement; (ii) negotiate, determine, compromise, settle to agree upon or compromise any matter related to the Tangible Net Worth and take any adjustments to the Purchase Price or other action permitted or called payments to be made; (iii) to act for by any Company stockholder under the Sellers with respect to all indemnification matters referred to in this Agreement, (iii) execute and deliver including the right to compromise on behalf of the Sellers any termination, amendment indemnification claim made by or waiver to this Agreement in connection therewith, against the Sellers; (iv) engage to terminate, amend, or waive any provision of this Agreement; provided that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Stockholder Representative, shall be taken in the same manner with respect to all Sellers, unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; (v) to employ and obtain the advice of legal counsel, experts accountants and other agents professional advisors as the Stockholder Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Stockholder Representative and consultants to rely on their advice and counsel; (vi) to incur and pay out of the Purchase Price expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as Stockholder Representative; and (viii) to do or refrain from doing any further act or deed on behalf of the Sellers which the Stockholder Representative deems necessary or appropriate in connection with exercising his sole discretion relating to the powers granted hereunder and, in the absence subject matter of bad faith on the part this Agreement as fully and completely as any of the Stockholder Representative, will be entitled to conclusively rely on the opinions Sellers could do if personally present and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeacting. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent appointment of the Stockholder Representative shall be deemed coupled with an interest and will survive shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the deathStockholder Representative as the acts of the Sellers in all matters referred to in this Agreement. Each Seller hereby ratifies and confirms all that the Stockholder Representative shall do or cause to be done by virtue of such Stockholder Representative’s appointment as Stockholder Representative of such Seller. The Stockholder Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Sellers, incapacity, bankruptcy, dissolution but the Stockholder Representative shall not be responsible to any Seller for any loss or liquidation damage any Seller may suffer by reason of any Company’s stockholder. All decisions and actions the performance by the Stockholder Representative will be binding upon the Companyof such Stockholder Representative’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of under this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative , other than loss or damage arising from fraud in connection with the performance of his, her or its duties as the such Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason ’s duties under this Agreement. (c) Each of the fact Sellers hereby expressly acknowledges and agrees that the Stockholder Representative is authorized to act on behalf of such Seller notwithstanding any dispute or was acting as disagreement among the Sellers, and that any person shall be entitled to rely on any and all action taken by the Stockholder Representative under this AgreementAgreement without liability to, or obligation to inquire of, any of the Sellers. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled resigns or otherwise be unable or unwilling ceases to fulfill his, her or its responsibilities as agent of the Company’s stockholdersfunction in such capacity for any reason whatsoever, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing be the person which the remaining Sellers appoint; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Seller shall have the right to petition a court of the identity competent jurisdiction for appointment of such a successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by The Sellers do hereby jointly and severally agree to indemnify and hold the Stockholder Representative in connection with harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys’ fees) reasonably incurred or suffered as a result of the performance of his, her or its such Stockholder Representative’s duties as under this Agreement except for any such liability arising out of the fraud of the Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeRepresentative.

Stockholder Representative. (a) The Company As of the date hereof and at all times subsequent to the Closing, the STOCKHOLDERS shall be deemed to have appointed Xxxxxx X. Xxxxxxxx (hereinafter referred to as the "STOCKHOLDER Representative") as their representative for purposes of all amendments, consents and waivers under this Agreement and for purposes of taking actions on behalf of the STOCKHOLDERS pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Section 11 and as representative, agent, proxy and attorney-in-fact and agent for and on behalf of the Company Stockholders for STOCKHOLDERS with authority to take any and all purposes actions and make any and all decisions required or permitted to be taken or made by them with respect to such amendments, consents, waivers and actions under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, Section 11 (including, without limitation, the settling of claims pursuant to Section 11). The STOCKHOLDER Representative shall have and is hereby granted by the STOCKHOLDERS full power and authority on each as agent of STOCKHOLDERS to represent such Company Stockholder’s behalf to: (i) receive notices or service of processSTOCKHOLDERS, (ii) negotiateand their respective successors, determineheirs, compromiserepresentatives, settle and take assigns with respect to all matters arising under this Agreement and any other action permitted or called for matters concerning the transactions contemplated by any Company stockholder under this Agreement, (iii) execute both before and deliver any terminationafter the Closing, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as all action taken by the Stockholder STOCKHOLDER Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part shall be binding upon all of the Stockholder RepresentativeSTOCKHOLDERS, will be entitled to conclusively rely on the opinions and advice their respective successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativethem. (b) The Company’s stockholders agree that such agency and proxy are coupled STOCKHOLDER Representative, in his capacity as such, shall not incur any liability to any other STOCKHOLDER with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution respect to any action or liquidation of any Company’s stockholder. All decisions and actions inaction taken by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest him except those involving his own willful misconduct or otherwise contest the samegross negligence. The Stockholder STOCKHOLDER Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against may, in all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative questions arising under this Agreement. Neither , rely on the Stockholder Representative nor any agent employed advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder STOCKHOLDER Representative will incur any Liability based on such advice, the STOCKHOLDER Representative, in his capacity as such, shall not be liable to any Company stockholder relating to other STOCKHOLDER. Nothing set forth in this Section 18.16(b) shall in any way relieve the performance STOCKHOLDERS, in their capacities as STOCKHOLDERS, of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faiththeir obligations under this Agreement. (c) The provisions of this Section 10.1 will be binding on In the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent event of the Company’s stockholders, then a majority in interest death or permanent disability of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint STOCKHOLDER Representative, or his resignation as STOCKHOLDER Representative, a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder STOCKHOLDER Representative shall be borne and paid exclusively appointed by the Company Stockholders, pursuant STOCKHOLDERS. Prompt notice of such appointment shall be delivered in writing by the STOCKHOLDERS to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeHOLDING.

Stockholder Representative. (a) The If the Company (Stockholders’ Approval is obtained as contemplated in this Agreement, then, as part thereof, immediately and pursuant to automatically upon the terms Effective Time, and without any further action on the part of the Company Stockholder ConsentStockholders, each Company Stockholder shall be deemed to have consented to the appointment of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Xxxxxx Xxxxx, as representativehis, agent, proxy her or its representative and attorney-in-fact (the “Stockholder Representative”) for and on behalf of each such Company Stockholder, and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by such Company Stockholder under this Agreement, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, the determination of the Liabilities of the Company as of the date of this Agreement, Net Sales and Losses; (ii) resolve any disputes with respect to the Liabilities of the Company as of the date of this Agreement, Net Sales and Losses; and (iii) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative shall have all necessary authority and power to act on behalf of the Company Stockholders with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising from and taken pursuant to this Agreement, including matters contemplated by, but not specifically addressed in, this Section 9.05. The Company Stockholders will be bound by all actions taken by the Stockholder Representative in connection with this Agreement, and CytRx shall be entitled to rely on any action or decision of the Stockholder Representative as being the decision, act, consent or instruction of each and every Company Stockholder. Subject to Section 9.05(e) below, CytRx is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Stockholder Representative. The Stockholder Representative shall have no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or gross negligence. In all purposes questions arising under this Agreement, the Merger and otherwise in connection with Stockholder Representative may rely on the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service advice of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary will not be liable to any person for anything done, omitted to be done or suffered in connection with exercising good faith by the powers granted hereunder andStockholder Representative based on such advice. The Stockholder Representative will not be required to take any action involving any expense to the Stockholder Representative unless the payment of such expense is made or provided for in a manner satisfactory to him. The reasonable legal fees and other expenses, if any, incurred by the Stockholder Representative in performance of his duties hereunder, not to exceed $20,000 in the absence aggregate, shall be advanced by CytRx. CytRx shall compensate the Stockholder Representative at the rate of bad faith on $250 per hour, not to exceed $10,000 in the part aggregate, for the performance of his duties hereunder. All such legal fees and expenses and compensation of the Stockholder Representative, will including any such legal fees and expenses in excess of $20,000, shall be entitled paid or reimbursed to conclusively rely on CytRx or the opinions Stockholder Representative, as the case may be, from the Earnout Merger Consideration, if any, before any payment thereof to the Company Stockholders. (b) This appointment of agency and advice this power of such Personsattorney is coupled with an interest and shall be irrevocable and is not terminable by any Company Stockholder or by operation of law, (v) receive funds whether by the death or incapacity of any Company Stockholder or the occurrence of any other event, and make or release payments of funds to pay any amounts that action taken by the Stockholder Representative has incurred shall be as valid as if such death, incapacity or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreementother event had not occurred, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses regardless of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction whether or communication of not the Stockholder Representative as provided in this Section 10.1 as the acts shall have received any notice thereof. (c) The Stockholder Representative shall establish and maintain a register of the Company Stockholders and will not the Company Warrant Holders for purposes of payment and distribution of the Earnout Merger Consideration, if any. CytRx shall be liable in entitled to rely conclusively on such register for purposes of determining the persons to whom the Earnout Merger Consideration, if any, shall be payable hereunder. (d) The Stockholder Representative may resign as such at any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance time by giving 30 days’ prior notice to CytRx. Such resignation shall take effect upon the acts or omissions or communications or writings given or executed by appointment of a successor Stockholder Representative as provided below. As a condition to the Stockholder Representative’s resignation, the Stockholder Representative shall appoint a successor Stockholder Representative. If a successor Stockholder Representative has not been appointed within such 30-day period, CytRx may petition any court of competent jurisdiction or may interplead the Stockholder Representative in a proceeding for the appointment of a successor Stockholder Representative. All fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be advanced by CytRx and shall be offset by CytRx against the Earnout Merger Consideration, if any. (be) The Company’s stockholders agree that such agency and proxy are coupled with an interestNotwithstanding anything herein to the contrary, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally CytRx shall indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by the Stockholder Representative in connection with the performance of hisloss, her or its duties as the Stockholder Representativeliability, cost, damage and expense, including, without limitation, any actionreasonable attorneys’ fees, suit or proceeding to which the Stockholder Representative is made a party may suffer or incur by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by Representative, in his capacity as such (but not in any Company stockholder if the Stockholder Representative took other capacity), arising out of or omitted taking relating in any action in good faith. (c) The provisions of way to this Section 10.1 will be binding on the executorsAgreement, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in transaction to which this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution relates or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of histhe Stockholder Representative’s duties pursuant thereto unless such action, her claim or its duties as proceeding is the result of the willful misconduct or gross negligence of the Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeRepresentative.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of an Indemnity Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Seller Indemnifying Parties shall be deemed to act have agreed to appoint Lazard Technology Partners II, LP as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes Seller Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement, to make indemnification claims pursuant to ARTICLE VIII to authorize payment to any Parent Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims pursuant to this Agreement, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Parent Indemnified Party hereunder against any Seller Indemnifying Party or by any such Seller Indemnifying Party against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Seller Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses may not be removed unless holders of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf a two-thirds interest of the Company’s stockholders Escrow Fund agree to such removal and to the Companyidentity of the substituted agent. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponNotwithstanding the foregoing, without independent investigation, any act, notice, instruction or communication in the event of a resignation of the Stockholder Representative as provided or other vacancy in this Section 10.1 as the acts position of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative vacancy may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4)Stockholder Representative. In either caseAfter the Closing, notices or communications to or from the successor Stockholder Representative shall promptly notify Parent in writing constitute notice to or from the Seller Indemnifying Parties; provided, for the avoidance of doubt, it is hereby clarified that the identity of such successor Stockholder Representative. Any such successor Representative shall become the “Stockholder Representative” for purposes of this Agreementhave no authority to receive notification or agree to settlement or liability with respect to claims made pursuant to Section 7.2(a) directly against a Seller Indemnifying Party. (eb) All The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and without gross negligence or willful misconduct. The Seller Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any and all Losses arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses incurred of any legal counsel retained by the Stockholder Representative and any amounts required to be paid by the Stockholder Representative to the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses”), in each case, as such Stockholder Representative Expense is incurred or suffered. Following the Expiration Date, the Stockholder Representative shall have the right to recover Stockholder Representative Expenses from the Escrow Fund prior to any distribution to the Seller Indemnifying Parties (provided that such funds would otherwise be released to the Seller Indemnifying Parties and are no longer subject to any pending indemnification claims), and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholder Representative Expenses actually incurred. For the avoidance of doubt, while this section allows the Stockholder Representative to be paid from the Escrow Fund, this Section 7.5(b) shall not limit the obligation of any Seller Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Seller Indemnifying Parties or otherwise. The Seller Indemnifying Parties acknowledge and agree that the foregoing indemnities in this Section 7.5(b) will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement (notwithstanding Section 6.2). A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 9.2 or Section 9.3, shall constitute a decision of the Seller Indemnifying Parties and shall be final, conclusive and binding upon the Seller Indemnifying Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Seller Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) Notwithstanding that the Company and its Subsidiaries have been represented by Xxxxxx LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees that after the Closing the Firm may represent the Stockholder Representative, the Seller Indemnifying Parties and/or their Affiliates in all matters related to the Transaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements. Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. (d) Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that the Firm has represented the Company and its Subsidiaries in connection with the performance transactions contemplated by the Transaction Agreements. Such parties agree that any attorney-client privilege, attorney work-product protection and expectation of hisclient confidence belonging to the Company and its Subsidiaries and related to the transactions contemplated by the Transaction Agreements, her and all information and documents covered by such privilege or its duties as protection shall, after the Closing, belong to, be deemed the right of, and be controlled solely by the Seller Indemnifying Parties and may only be waived by the Stockholder Representative on behalf of the Seller Indemnifying Parties. To the extent that Parent or the Company receives or takes physical possession of any privileged or protected material covered by this Section 7.5(d) after the Closing, such physical possession or receipt shall not, in any way, be borne and paid exclusively deemed a waiver by the Company Stockholders, pursuant to their respective ownership Seller Indemnifying Parties of Company Stock (on an as-converted basis) immediately prior to the Effective Timeprivileges or protections described in this Section 7.5.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a Letter of the Company Stockholder ConsentTransmittal, each of the Company’s stockholders) Participating Holder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s exclusive representative and true lawful attorney-in-fact to act on behalf of such Person with full power of substitution, to act in the name, place and stead of such Participating Holder for purposes of executing any documents and taking and refrain from taking any actions that the Company Stockholders for all purposes under Stockholder Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the subject matter of this Agreement, the Merger Escrow Agreement and otherwise in connection with the Contemplated TransactionsStockholder Representative Engagement Agreement, including, without limitation, the full exercise of the power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VIII; (iii) litigate, arbitrate, resolve, settle and take or compromise any other action permitted or called for by any Company stockholder matter arising under this Agreement or the Escrow Agreement, including any claim for indemnification pursuant to Article VIII of this Agreement; (iiiiv) execute and deliver any termination, amendment all documents necessary or waiver desirable to carry out the intent of this Agreement in connection therewithand any Ancillary Document (including the Escrow Agreement); (v) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Escrow Agreement); (vi) engage, employ or appoint any agents or representatives (ivincluding attorneys, accountants and consultants) engage such counsel, experts and other agents and consultants as the to assist Stockholder Representative deems in complying with its duties and obligations; and (vii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing or otherwise in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with Escrow Agreement or the Contemplated TransactionsStockholder Representative Engagement Agreement. Notwithstanding the foregoing, including amounts required the Stockholder Representative shall have no obligation to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders Participating Holders, except as expressly provided herein, in the Escrow Agreement and in the Company. The Company Stockholders acknowledge that Parent Stockholder Representative Engagement Agreement, and Merger Sub will be entitled to conclusively rely uponfor purposes of clarity, without independent investigation, any act, notice, instruction or communication there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedules. Each Parent Entity shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Participating Holder by Stockholder Representative, and on any other action taken or purported to be taken on behalf of any Participating Holder by Stockholder Representative, as provided in this Section 10.1 as the acts being fully binding upon such Person. Notices or communications to or from Stockholder Representative shall constitute notice to or from each of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent Participating Holders. Any decision or Merger Sub’s actions, as applicable, taken action by Stockholder Representative hereunder under the Escrow Agreement or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of under the Stockholder Representative Engagement Agreement, including any agreement between Stockholder Representative and will survive any Parent Entity relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Companyclaims for indemnification hereunder, shall constitute a decision or action of all Participating Holders and shall be final, binding and conclusive upon each such Person and such Person’s stockholdersuccessors as if expressly ratified and confirmed in writing by such Person. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will No Participating Holder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will 9.14, including the power of attorney granted hereby and the immunities and rights to indemnification granted to the Stockholder Representative Group, are independent and severable, are irrevocable and coupled with an interest and shall not be binding on the executorsterminated by any act of any one or more Participating Holders, heirs, legal representatives, personal representatives, successor trustees, and successors or by operation of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunderLaw, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution by death or otherwiseother event. (db) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders Participating Holders according to each Participating Holder’s Pro Rata Share (based on the ownership “Majority Holders”); provided, however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of Stockholder Representative. In the event of the Company Stock set forth on Schedule 1.4). In either casedeath, the successor incapacity, resignation or removal of Stockholder Representative, a new Stockholder Representative shall promptly notify Parent in writing be appointed by the vote or written consent of the identity Majority Holders. Notice of such successor vote or a copy of the written consent appointing such new Stockholder RepresentativeRepresentative shall be sent to the Parent Entities, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by the Parent Entities; provided, that until such notice is received, Parent, HoldCo, Merger Sub I, and Merger Sub II and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 9.14(a) above. Any such successor The immunities and rights to indemnification shall become survive the “resignation or removal of the Stockholder Representative” for purposes Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (ec) All The Company has entered into an engagement agreement (the “Stockholder Representative Engagement Agreement”) with the Stockholder Representative to provide direction to the Stockholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Stockholder Representative Engagement Agreement to be assigned prior to or at Closing to one or more Stockholders (such Participating Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Except for Actual Fraud or willful misconduct on its part, the Stockholder Representative and its members, managers, directors, officers, contractors, agents and employees and any member of the Advisory Group (collectively, the “Stockholder Representative Group”) shall not be liable to the Participating Holders for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Participating Holders shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement and the Escrow Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Stockholder Representative, Stockholder Representative shall reimburse the Participating Holders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. Any Representative Losses shall be satisfied from the Participating Holders, severally and not jointly (in accordance with their Pro Rata Shares) and may be recouped from any proceeds payable to the Participating Holders. Subject to Advisory Group approval, the Stockholder Representative may reserve funds from any consideration otherwise distributable to the Participating Holders for future expenses. The Participating Holders acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Stockholder Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholder Representative shall not be required to take any action unless the Stockholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholder Representative against the costs, expenses and liabilities which may be incurred by the Stockholder Representative in performing such actions. (d) The Stockholder Representative shall maintain (the “Representative Expense Fund”) as a fund from which the Stockholder Representative shall reimburse itself for or pay directly any fees, expenses or costs that the Stockholder Representative incurs in performing its duties and obligations under this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement, or in connection with any transactions contemplated by this Agreement, including fees and expenses incurred pursuant to the procedures and provisions set forth herein and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement. The Representative Expense Fund will initially total $100,000. In addition, the first $100,000 of Post-Closing Contingent Payments otherwise payable to Participating Holders will be contributed to the Representative Expense Fund, resulting in total contributions of $200,000. The Participating Holders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfers and assigns to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the performance Representative Expense Fund and has no tax reporting or income distribution obligations. The Stockholder Representative will not be liable for any loss of hisprincipal of the Representative Expense Fund. As soon as reasonably determined by the Stockholder Representative or the Advisory Group that the Representative Expense Fund is no longer required to be withheld, her or its duties as the Stockholder Representative shall pay to HoldCo or a designated paying agent, by wire transfer of immediately available funds, the remainder of the Representative Expense Fund and, only if such determination is made after the Parent Entities have been fully reimbursed for the initial balance of the Representative Expense Fund, for further distribution to each Participating Stockholder (subject to each such Participating Holder’s delivery of a properly completed and executed Letter of Transmittal) such Participating Holder’s Pro-Rata Share of the remainder of the Representative Expense Fund. (e) Notwithstanding the appointment of the Stockholder Representative hereunder, in the event of any Legal Action following the Closing relating to this Agreement or the transactions or agreements described herein (each, a “Post-Closing Dispute”), all Parties will be borne and paid exclusively by entitled to discovery from the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior Stockholders as if they were parties to the Effective TimePost-Closing Dispute. With respect to documents, the Stockholders agree that the Stockholder Representative shall have full power and authority to control and produce documents on behalf of the Stockholders to satisfy such entitlement. The Stockholder Representative acknowledges for purpose of any Post-Closing Dispute that it has possession, custody, and control of the Stockholders’ documents. The Stockholder Representative will not assert in a Post-Closing Dispute, by away of defense, in a discovery matter, or otherwise, that it lacks possession, custody or control of the Stockholders’ documents. [Signature Page Follows.]

Stockholder Representative. (a) The By their execution of this Agreement and the transfer and delivery of their certificates representing share of Private Company (and Common Stock, and/or their acceptance of any consideration pursuant to this Agreement, the terms of the Company Stockholder Consent, each of the Company’s stockholdersStockholders hereby irrevocably (subject only to Section 1.10(d)) irrevocably appoints appoint the Stockholder Representative to act as the representative, agent, proxy and attorney-in-fact for and agent of the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitationTransaction and in any litigation or arbitration involving this Agreement. In connection therewith, the full Stockholder Representative is authorized to do or refrain from doing all further acts and things and to execute all such documents as the Stockholder Representative shall deem necessary or appropriate, and shall have the power and authority on each such Company Stockholder’s behalf to: : (i) receive notices act for some or service all of process, the Stockholders with regard to all matters pertaining to this Agreement; (ii) negotiate, determine, compromise, settle and take any other action permitted or called act for by any Company stockholder under the Stockholders to transact matters of litigation with regard to all matters pertaining to this Agreement, ; (iii) execute and deliver any terminationall amendments, amendment or waiver to this Agreement in connection therewithwaivers, (iv) engage such counselancillary agreements, experts certificates and other agents and consultants as documents that the Stockholder Representative deems necessary or appropriate in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part consummation of the Stockholder RepresentativeTransaction; (iv) receive funds or other consideration, will be entitled to conclusively rely on the opinions including shares of Public Company Common Stock, make payments of funds or other consideration, and advice of such Personsgive receipts for funds, securities or other consideration; (v) receive funds and make do or release payments refrain from doing, on behalf of funds to pay the Stockholders, any amounts further act or deed that the Stockholder Representative has incurred deems necessary or reasonably expects appropriate in the Stockholder Representative’s discretion relating to incur the subject matter of this Agreement in each case as fully and completely as the Stockholders could do if personally present; (vi) give and receive all notices required to be given or received by the Stockholders under this Agreement; and (vii) receive service of process in connection with the Company stockholders’ obligations any claims under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency All decisions and proxy are coupled with an interest, and are therefore irrevocable without the consent actions of the Stockholder Representative on behalf of the Stockholders shall be deemed to be facts ascertainable outside of this Agreement and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will shall be binding upon the Company’s stockholdersall Stockholders, and no Company stockholder will Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The Stockholder Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Stockholders. The Stockholder Representative is authorized to act on behalf of the Stockholders notwithstanding any dispute or disagreement among the Stockholders. In taking any action as Stockholder Representative, the Stockholder Representative may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any person whom the Stockholder Representative reasonably believes to be authorized thereunto. The Stockholder Representative may, in all questions arising hereunder, rely on the advice of counsel, and the Stockholder Representative shall not be liable to any Stockholder for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice. The Stockholder Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Stockholder Representative. The Stockholder Representative shall not have any liability to any of the Stockholders for any act done or omitted hereunder as Stockholder Representative while acting in good faith. The Stockholder Representative shall be indemnified, severally and not jointly, by the Stockholders from and against any loss, liability or expense incurred in good faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder. (d) In the event the Stockholder Representative becomes unable to perform the Stockholder Representative’s responsibilities hereunder or resigns from such position, the Stockholders (acting by a written instrument signed by Stockholders who held, as of immediately prior to the Closing, a majority (by voting power) of the then outstanding shares of Private Company Common Stock) shall select another representative to fill the vacancy of the Stockholder Representative, and such substituted representative shall be deemed to be the Stockholder Representative for all purposes of this Agreement. The Stockholder Representative may be removed only upon delivery of written notice to Public Company signed by Stockholders who, as of immediately prior to the Closing, held a majority (by voting power) of the then outstanding shares of Private Company Common Stock; provided that no such removal shall be effective until such time as a successor Stockholder Representative shall have been validly appointed hereunder. The Stockholder Representative shall provide Public Company prompt written notice of any replacement of the Stockholder Representative, including the identity and address of the new Stockholder Representative. (e) For all purposes of this Agreement: (i) Public Company and Private Company shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to the settlement of any disputes or claims under this Agreement, or any other actions required or permitted to be taken by the Stockholder Representative hereunder, and no party hereunder or any Stockholder shall have any cause of action against Public Company for any action taken by Public Company in reliance upon the instructions or decisions of the Stockholder Representative; (ii) the provisions of this Section 10.1 will 1.10 are independent and severable, are irrevocable (subject only to Section 1.10(d)) and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the Transaction; and (iii) the provisions of this Section 1.10 shall be binding on upon the executors, heirs, legal representatives, personal representatives, successor trustees, trustees and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means Stockholder shall mean and includes include the successors to such Person’s the rights of each applicable Stockholder hereunder, whether pursuant to a testamentary disposition, the Legal Requirements laws of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a Letter of the Company Stockholder ConsentTransmittal, each of the Company’s stockholders) Stockholder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for the Company Stockholders for all purposes under to act on behalf of such Person with respect to this Agreement, the Merger Escrow Agreement and otherwise in connection with the Contemplated Transactionsother applicable Transaction Documents, including, without limitationand to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement, the full Escrow Agreement and the other applicable Transaction Documents, including the exercise of the power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent and/or Operator, as applicable, of cash from the Escrow Account in satisfaction of any amounts owed to Parent and/or Operator, as applicable, or from the Escrow Account in satisfaction of Claims for indemnification made by Parent and/or Operator, as applicable, or otherwise; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in the Transaction Documents; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with Orders with respect to Claims for indemnification made by Parent and/or Operator, as applicable; (v) litigate, arbitrate, resolve, settle and take or compromise any other action permitted or called Claim for by any Company stockholder under indemnification pursuant to this Agreement, ; (iiivi) execute and deliver any termination, amendment all documents necessary or waiver desirable to carry out the intent of this Agreement in connection therewithand any Transaction Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any Transaction Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or Representatives (ivincluding attorneys, accountants and consultants) engage such counsel, experts and other agents and consultants as the to assist Stockholder Representative deems in complying with its duties and obligations; and (ix) take all actions necessary in connection with exercising the powers granted hereunder and, or appropriate in the absence good faith judgment of bad faith on Stockholder Representative for the part accomplishment of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeforegoing. (b) The Company’s stockholders agree that such agency Buyer Parties shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement and proxy are coupled with an interestthe other Transaction Documents and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by Stockholder Representative, and are therefore irrevocable without the consent on any other action taken or purported to be taken on behalf of any Stockholder by Stockholder Representative, as being fully binding upon such Person. Notices or communications to or from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative hereunder, including any agreement between Stockholder Representative and will survive any Buyer Party relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section 10.14, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect act of any actionone or Stockholders, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took operation of Law, whether by death or omitted taking any action in good faithother event. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders (based on the ownership according to each Stockholder’s pro rata share of the Company Stock set forth on Schedule 1.4Merger Consideration (the “Majority Holders”); provided, however, that in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of Stockholder Representative. In either casethe event of the death, the successor incapacity, resignation or removal of Stockholder Representative, a new Stockholder Representative shall promptly notify Parent in writing be appointed by the vote or written consent of the identity Majority Holders. Notice of such successor vote or a copy of the written consent appointing such new Stockholder Representative and a written acceptance by the new Stockholder Representative shall be sent to Parent and Operator, such appointment to be effective upon the later of the date indicated in such consent or the date such notice and acceptance is received by Parent and Operator; provided, that until such notice is received, Buyer Parties and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described above. (d) Except as otherwise provided herein, Stockholder Representative shall have the sole discretion to use Stockholder Representative Expense Amount to pay any out-of-pocket costs or expenses incurred by Stockholder Representative in its capacity as Stockholder Representative, including any attorneys’, accountants’ and other experts’ fees. Any such successor shall become the “Once Stockholder Representative determines, in its discretion, that it will not incur any additional expenses in its capacity as Stockholder Representative” for purposes , it will distribute, at its sole expense, to the Common Stockholders and Series B Stockholders, pro rata in proportion to each such Stockholder’s Applicable Percentage, the remaining unused portion of Stockholder Representative Expense Amount, if any, without interest; provided, however, that Stockholder Representative shall not distribute any unused portion of the Stockholder Representative Expense Amount while Stockholder Representative is exercising its control rights with respect to a Tax Matter pursuant to Section 9.4(b); provided further, however, that in the event (i) the Stockholder Representative Expense Amount is, in the opinion of Stockholder Representative, insufficient to satisfy those costs or expenses referenced in the first sentence of this Section 10.14(d), or (ii) subsequent to distribution of any unused portion of the Stockholder Representative Expense Amount pursuant to this Section 10.14(d), Stockholder Representative incurs any additional costs or expenses in its capacity as Stockholder Representative (or in good faith believes it will do so), then any amounts necessary to satisfy Stockholder Representative pursuant to clauses (i) or (ii) of this Section 10.14(d) shall be deducted from any amounts that are otherwise payable to the Stockholders from the Indemnification Escrow Account in connection with any distribution therefrom to the Stockholders in accordance with the Escrow Agreement. The Buyer Parties shall provide reasonable assistance to Stockholder Representative in the remittance of the remaining Stockholder Representative Expense Amount to the Common Stockholders and Series B Stockholders. (e) All expenses incurred by the Stockholder Representative shall not be liable to any Person for any act of Stockholder Representative taken in good faith and arising out of or in connection with the performance acceptance or administration of his, her or its duties under this Agreement and the Escrow Agreement (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith), except to the extent any liability, loss, damage, penalty, fine, cost or expense is actually incurred by such Person as a proximate result of the willful misconduct or bad faith of Stockholder Representative. Stockholder Representative shall not be borne liable for any liability, loss, damage, penalty, fine, cost or expense incurred by Stockholder Representative while acting in good faith, and paid exclusively arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the willful misconduct or bad faith of Stockholder Representative. Stockholder Representative Expense Amount shall be available to indemnify and hold Stockholder Representative harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by Stockholder Representative arising out of or in connection with the Company Stockholdersacceptance or administration of its duties under this Agreement and the Escrow Agreement, pursuant except to their respective ownership the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of Company Stock the gross negligence or bad faith of Stockholder Representative. (on an as-converted basisf) immediately prior to From and after the Effective Time, Parent and Operator, as applicable, shall cause the Surviving Corporation and its Subsidiaries to provide Stockholder Representative with reasonable access to information about the Surviving Corporation and its Subsidiaries and the reasonable assistance of their officers and employees for the purpose of performing Stockholder Representative’s duties and exercising its rights under this Agreement and the Escrow Agreement; provided, however, that Stockholder Representative shall not unreasonably interfere with any of the operations or business activities of the Surviving Corporation or its Subsidiaries.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative shall be deemed to have appointed and authorized Pharmabridge, Inc. to act as such Stockholder’s agent, representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreementhereunder (in such capacity (and not in his personal capacity), the Merger “Stockholder Representative”). Each Stockholder shall be deemed to have authorized the Stockholder Representative to take such action on behalf of such Stockholder and otherwise to exercise all such powers as are expressly delegated to the Stockholder Representative hereunder, together with such other powers as are reasonably incidental thereto including the execution and delivery of certificates, statements, notices, approvals, extensions, waivers, undertakings, and amendments to this Agreement required or permitted to be made, given or determined hereunder or in connection with the Contemplated Transactionstransactions contemplated hereby, including, without limitation, and including the full power and authority on each such Company Stockholder’s behalf right to: (i) receive notices or service notice from and give instructions to Buyer for payment of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver Aggregate Purchase Price related to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements Earn-Out on behalf of the Company’s stockholders Stockholders; (ii) negotiate the Closing Statement and any Earn-Out Statement and the Company. The Company Stockholders acknowledge that Parent settlement of any disputes relating to adjustments to the Aggregate Purchase Price pursuant to Section ‎2.4, ‎2.5 or ‎2.6 hereof; (iii) negotiate, compromise or settle any indemnification claims pursuant to Sections ‎9.2 and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication ‎10.3(a) of this Agreement; (iv) administer and cause the payment in full of the Stockholder Representative as provided in expenses incurred by the Stockholders and the Company incident to this Section 10.1 as Agreement and the acts transactions contemplated hereby out of the Company Stockholders proceeds of the Closing Date Cash Purchase Price; and will not (v) prepare and timely file or cause to be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeprepared and timely filed Tax Returns. (b) The Company’s stockholders agree that such agency In connection with this Agreement and proxy are coupled with an interestany instrument, agreement or document relating hereto or thereto, and are therefore irrevocable without in exercising or failing to exercise all or any of the consent powers conferred upon Stockholder Representative hereunder: (i) the Stockholder Representative shall incur no responsibility whatsoever to any Stockholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents bad faith or willful misconduct; and (ii) the Stockholder Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by pursuant to such advice shall in no event subject the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sameliability to any Stockholders. The Each Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally shall indemnify and hold harmless the Stockholder Representative against all Liabilities losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’, and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever reasonably incurred by in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Stockholder Representative hereunder or otherwise; provided, however, that the foregoing indemnification shall not apply in connection with the performance event of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit action or proceeding to which finally adjudicates the liability of the Stockholder Representative is made a party by reason hereunder for its bad faith or willful misconduct. In the event of the fact that any indemnification hereunder, upon written notice from the Stockholder Representative to the Stockholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Stockholder shall promptly deliver to the Stockholder Representative full payment of his or her ratable share of the amount of such deficiency; provided, that no Stockholder shall be liable for that portion of any claim of indemnification, individually or in the aggregate, that is or was acting as in excess of the portion of the Aggregate Purchase Price actually received by such Stockholder. (c) All of the indemnities, immunities, and powers granted to the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor Agreement shall survive any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes termination of this Agreement. (ed) All expenses incurred by The grant of authority provided for herein is coupled with an interest and shall survive the death, incompetency, bankruptcy or liquidation of any Stockholder. If the Stockholder Representative is unable to serve in such capacity or if the Stockholders desire to designate a new Stockholder Representative, his successor shall be designated by the Stockholders in writing delivered to Buyer. (e) Buyer shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative as being the decision, action, consent or instruction of the Stockholders, and Buyer is hereby relieved from any liability to any Person for acts done by it or omissions made by it in accordance with such decision, act, consent or instruction. The Stockholders shall jointly and severally release, indemnify, and hold harmless Buyer and the Company from and against all Losses, including reasonable attorneys’ fees and disbursements, arising out of or in connection with the performance Stockholder Representative’s exercise of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, authority pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timethis Section 2.7.

Stockholder Representative. (a) The Company (and pursuant to By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Company Stockholder ConsentMerger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of Stockholder shall be deemed to have approved the Company’s stockholders) irrevocably appoints designation of, and hereby designates, the Stockholder Representative to act as the representative, agent, proxy exclusive agent and attorney-in-fact for and on behalf of the Company Stockholders for and each Stockholder (i) agrees that all purposes actions taken by the Stockholder Representative under this Agreement, the Merger Stockholder Representative Engagement Agreement or any Ancillary Agreement shall be binding upon such Stockholder and otherwise its successors as if expressly confirmed and ratified in connection with the Contemplated Transactionswriting by such Stockholder, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiatewaives any and all defenses which may be available to contest, determine, compromise, settle and take any other negate or disaffirm the action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as of the Stockholder Representative deems necessary taken in connection with exercising the powers granted hereunder and, in the absence of bad good faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger Stockholder Representative Engagement Agreement or and otherwise Ancillary Agreements. The Stockholder Representative shall, on behalf of the Stockholders: 82 (i) take all action permitted in connection with the Contemplated Transactions, including amounts required to pay implementation of those provisions of this Agreement and the fees and expenses of professionals incurred Ancillary Agreements that require or permit action by the Stockholder Representative; (ii) take all action permitted in connection with the Contemplated Transactionsdefense and/or settlement of any and all claims for which the Stockholders may be required to provide indemnification pursuant to Section 10 (Indemnification) hereof (including rejecting, contesting, negotiating, settling and resolving any such claims) and any claims that may be made against the Escrow Amount; (iii) comply with Orders of courts and determinations and awards of arbitrators with respect to claims; (iv) review and take action with respect to Tax Returns or other Tax matters pursuant to Section 6; (v) review and take action pursuant to 1.7(c) (Post-Closing True-Up) and 1.7(d) (Resolution of Disputes) or any; (vi) give and receive all notices and service of process required or permitted to be given or received by the Stockholders or the Stockholder Representative under this Agreement or the Ancillary Agreements; (vii) execute closing statementsand deliver all amendments and waivers to this Agreement and the Ancillary Agreements that the Stockholder Representative deemed necessary or appropriate, settlement statements whether prior to, at or after the Closing; and funds flow statements take any and all such additional action or refrain from doing any further act or deed as is contemplated to be taken by or on behalf of the Company’s stockholders and Stockholders by the Company. The Company Stockholders acknowledge that Parent and Merger Sub will terms of this Agreement or of the Ancillary Agreements or as may be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction necessary or communication appropriate in the judgment of the Stockholder Representative as provided in this Section 10.1 as for the acts accomplishment of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeforegoing. (b) The Company’s stockholders agree that such agency All notices provided to and/or legal process served upon the Stockholder Representative in accordance with this Agreement or the Ancillary Agreements shall be deemed to be provided to and/or served upon the Stockholders and proxy are coupled with an interestshall be conclusive and binding upon the Stockholders. All decisions, actions, agreements, and are therefore irrevocable without instructions by the consent of Stockholder Representative, including any consent, waiver, or agreement between the Stockholder Representative and will survive any Buyer Indemnitee relating to the death, incapacity, bankruptcy, dissolution defense or liquidation settlement of any Company’s stockholderclaim for which the Stockholders may be required to provide indemnification pursuant to Section 10 (Indemnification) hereof, shall be conclusive and binding upon the Stockholders; and the Buyer, each other Buyer Indemnitee and the Escrow Agent shall be entitled to rely conclusively thereon. All decisions The Buyer, each other Buyer Indemnitee and actions by the Escrow Agent shall have no duty to inquire into the authority of any person reasonably believed to be the Stockholder Representative will be binding upon the Company’s stockholdersand no responsibility or liability for any action or omission thereof, and no Company stockholder will party shall have any cause of action against the right Buyer, any other Buyer Indemnitee or the Escrow Agent for any action or omission by such party in reliance upon the instructions or decisions of any person reasonably believed to objectbe the Stockholder Representative. 83 (c) In the event that more than one Person shall at any time serve collectively as the Stockholder Representative, dissentdecisions of such Persons shall, protest as between them and with respect to the rights of the Stockholders in relation to the Stockholder Representative, be made by majority vote; provided, however that they shall designate a single Person as “Stockholder Representative” for all purposes involving the Buyer, any other Buyer Indemnitee, or otherwise contest the same. The Escrow Agent. (d) Certain Stockholders have entered into an engagement agreement (the “Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Engagement Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless ”) with the Stockholder Representative against all Liabilities incurred by to provide direction to the Stockholder Representative in connection with the performance of hisits services under this Agreement, her or its duties the Stockholder Representative Engagement Agreement and the Escrow Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). (e) The Stockholder Representative is authorized to act on behalf of the Stockholders notwithstanding any dispute or disagreement among the Stockholders. In taking any actions as Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any person he or it reasonably believes to be authorized thereunto. The Stockholder Representative shall be entitled to: (i) rely upon the Allocation Certificate, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a party by reason signatory has proper authorization to sign on behalf of the fact that the applicable Stockholder Representative is or was acting as the Stockholder Representative under this Agreementother party. Neither the Stockholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any agent employed member of the Advisory Group (collectively, the “Stockholder Representative Group”) will incur any liability of any kind with respect to any action or omission by the Stockholder Representative will incur any Liability to any Company stockholder relating to or the performance of Advisory Group in connection with the Stockholder Representative’s duties hereunder and Advisory Group’s services pursuant to this Agreement, the Stockholder Representative Engagement Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Stockholder Representative’s gross negligence or willful misconduct. The Stockholder Representative shall not be liable for actions any action or omissions constituting fraud omission pursuant to the advice of counsel. The Stockholders will, on a several basis in accordance with their Pro Rata Share, indemnify, defend and hold harmless the Stockholder Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs, all expense of document location, duplication and shipment and in connection with seeking recovery from insurers) (collectively, “Representative Losses”) arising out of or bad faithin connection with the Stockholder Representative’s execution and performance of this Agreement, the Stockholder Representative Engagement Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in the Expense Fund, and (ii) the amounts in the Escrow Amount at such time as any remaining amounts would otherwise be distributable to the Stockholders; provided, that while this section allows the Stockholder Representative to be paid 84 (f) As of the Effective Time, Buyer shall cause the Paying Agent to wire to the Stockholder Representative the Expense Fund, which will be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any Representative Losses or other third party expenses pursuant to this Agreement, the Stockholder Representative Engagement Agreement and the agreements ancillary hereto. The Stockholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Stockholder Representative will have no Liability hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in respect the event of any actionbankruptcy. Subject to Advisory Group approval, claim or proceeding brought against the Stockholder Representative by may contribute funds to the Expense Fund from any Company stockholder if consideration otherwise distributable to the Stockholders. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative took or omitted taking will deliver any action in good faithremaining balance of the Expense Fund to the Paying Agent for further distribution to the Stockholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing. (cg) The Stockholder Representative may resign at any time. In the event that the Stockholder Representative resigns from such position or is unable to continue in such position, Stockholders holding among them the rights to receive at least a majority of the amount then remaining in the Escrow Amount to be distributed to the Stockholders (or, if no Escrow Amount remains, representing a majority in interest of the Pro Rata Shares) (the “Majority Holders”) shall 85 (h) The provisions of this Section 10.1 will be binding on 12.15 (including the executorspowers, heirs, legal representatives, personal representatives, successor trustees, immunities and successors of each Company Stockholder, and any references in this Agreement rights to a “Company Stockholder” means and includes the successors indemnification granted to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative Group hereunder): (i) are independent and severable, are irrevocable and coupled with an interest and shall die, become disabled be enforceable notwithstanding any rights or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the remedies that any Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative have in connection with the performance Transactions, (ii) shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Stockholder and shall be binding on any successor thereto, and (iii) shall survive the delivery of an assignment by any Stockholder of the whole or any fraction of his, her or its duties as Stockholder Representative interest in the Escrow Amount. Remedies available at Law for any breach of the provisions of this Section 12.15 may be inadequate; therefore, the Buyer and each other Buyer Indemnitee shall be borne entitled to seek temporary and paid exclusively by permanent injunctive relief without the Company Stockholders, pursuant necessity of proving damages or posting any bond if such person brings an action or proceeding to their respective ownership enforce the provisions of Company Stock (on an as-converted basis) immediately prior to the Effective Timethis Section 12.15. 12.

Stockholder Representative. (a) The Company (and pursuant Immediately upon the approval of this Agreement by the requisite vote or written consent of the Stockholders, each Stockholder shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the CompanyXxxxxxx X. Xxxxx (or a nominee thereof) as such Stockholder’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company “Stockholder Representative”), with full power of substitution to act on behalf of the Stockholders to the extent and in the manner set forth in this Agreement. The Stockholders shall cooperate with the Stockholder Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. Notices given to the Stockholder Representative in accordance with Section 10.5 shall constitute notice to the Stockholders for all purposes under this Agreement. All decisions, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency consents and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions instructions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersStockholders, and no Company stockholder will Stockholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative. The Acquiror and Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative will have no duties as being the decision, action, consent or obligations hereunder except those specifically set forth herein instruction of the Stockholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such duties decision, act, consent or instruction. Each of the Acquiror, Sub and obligations will be determined solely the Surviving Corporation hereby waive, and by the express provisions their approval of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless , the Stockholders shall be deemed to have waived, any claims they may have or assert, including those that may arise in the future, against the Stockholder Representative against all Liabilities incurred for any action or inaction taken or not taken by the Stockholder Representative in connection with such person’s capacity as Stockholder Representative except to the performance extent that such action or inaction shall have been held by a court of hiscompetent jurisdiction to constitute gross negligence or willful misconduct. (b) The Stockholder Representative may resign at any time, her and may be removed for any reason or its duties as no reason by the vote or written consent of Stockholders holding a majority of the aggregate Shares at the Effective Time (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the a new Stockholder Representative is made a party shall be appointed by reason the vote or written consent of the fact that Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Acquiror and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed received by the Stockholder Representative will incur any Liability to any Company stockholder relating to Acquiror and, after the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionEffective Time, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithSurviving Corporation. (c) The provisions approval of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders requisite vote or written consent of a majority in interest Stockholders shall also be deemed to constitute approval of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior all arrangements relating to the Effective Timetransactions contemplated hereby and to the provisions hereof binding upon the Stockholders.

Stockholder Representative. (a) The Company Stockholder Representative shall have the authority, for and on behalf of holders of Shares (except for the holders, if any, of Dissenting Shares), to take such actions and exercise such discretion as are required of the Stockholder Representative pursuant to the terms of this Agreement or the Company Stockholder ConsentEscrow Agreement, and any such actions shall be binding on each such holder and shall include the following: (i) to receive, hold and deliver to Parent and the Surviving Corporation Certificates and any other documents relating thereto on behalf of such holder; (ii) to give and accept communications and notices on behalf of such holder; (iii) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, claims against such holder; (iv) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, any claims or disputes related to this Agreement or the Company’s stockholdersEscrow Agreement on behalf of such holder; (v) irrevocably appoints to amend, supplement, change or waive any provision hereof, subject to compliance with the terms of this Agreement; and (vi) to take any and all actions necessary or appropriate in the sole discretion of the Stockholder Representative to act as representativeaccomplish any of the foregoing. As the representative of such holders, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary shall act as agent for each such holder and shall have authority to bind each such holder in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection accordance with the Company stockholders’ obligations under terms of this Agreement and the Escrow Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will may rely on such appointment and authority. The Stockholder Representative shall be entitled to conclusively rely uponreimbursement from such holders of any and all fees, without independent investigation, any act, notice, instruction or communication expenses and costs incurred in the performance of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the such Stockholder Representative’s duties hereunder. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive shall not be liable to the death, incapacity, bankruptcy, dissolution holders of Shares for any act done or liquidation of any Company’s stockholder. All decisions and actions by the omitted to be taken as Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sameexcept expressly as set forth herein. The Stockholder Representative will have no duties Persons who immediately prior to the Effective Time held Shares and who received, or obligations hereunder except those specifically set forth herein and are entitled to receive, the Merger Consideration shall, in proportion to the number of Shares of Common Stock held as compared to the total number of such duties and obligations will be determined solely Shares of Common Stock outstanding (including in each such case, the number of Shares of Common Stock into which each Share of Preferred Stock held by such holder is convertible immediately prior to the express provisions of this Agreement. The Company’s stockholders will jointly and severally Effective Time), indemnify and hold harmless the Stockholder Representative and its partners, stockholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (each, a “Representative Indemnified Party”) from and against all Liabilities losses, liabilities, claims or expenses incurred or suffered by the Stockholder Representative in connection with the performance of hisIndemnified Parties as a result of, her or its duties as the Stockholder Representativearising out of, including, without limitation, or relating to any action, suit and all actions taken or proceeding omitted to which the Stockholder Representative is made a party be taken by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither Agreement or the Stockholder Representative nor Escrow Agreement or in connection with the incurrence, payment, discharge or settlement of any agent employed by of the Stockholder Representative will incur obligations of such holders, except for any Liability to any Company stockholder relating to such losses, liabilities, claims or expenses that arise on account of the performance of Stockholder Representative’s duties hereunder except for gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final adjudication. None of the Representative Indemnified Parties shall be liable to any Person who immediately prior to the Effective Time held Shares in respect of such arrangements or actions or omissions constituting fraud in connection therewith, except to the extent that such acts or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim omissions constitute gross negligence or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithwillful misconduct. (c) The provisions A decision, act, consent or instruction of the Stockholder Representative under or relating to this Section 10.1 will be binding on Agreement shall constitute a decision for all Persons who immediately prior to the executors, heirs, legal representatives, personal representatives, successor trusteesEffective Time held Shares, and successors shall be final, binding and conclusive upon each such Person, and Parent and Merger Sub may rely upon any such decision, act, consent or instruction of such Stockholder Representative as being the decision, act, consent or instruction of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder. Parent and Merger Sub are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, whether pursuant to a testamentary dispositionact, consent or instruction of the Legal Requirements of descent and distribution or otherwiseStockholder Representative. (d) If the Trilliant Gaming Nevada Inc. becomes unable to serve as Stockholder Representative shall dieRepresentative, become disabled such other Person or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative Persons may be replaced from time to time designated by the holders of a majority in interest of the Company Stockholders Shares outstanding immediately prior to the Effective Time (based on including the ownership Shares of the Company Preferred Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted to Common Stock basis) immediately prior to ), and such Person or Persons shall succeed as the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, Xxxxxx is hereby designated by each of the Company’s stockholdersStockholders to serve as the representative of each Stockholder with respect to this Agreement and the transactions contemplated hereby (in such capacity, “Stockholder Representative”). (b) Each of the Stockholders, by the execution of this Agreement, hereby irrevocably appoints the Stockholder Representative to act as representative, the agent, proxy and attorney-in-fact for the Company Stockholders such Stockholder for all purposes under of this AgreementAgreement and the Transaction Documents, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, including the full power and authority on each such Company Stockholder’s behalf tobehalf: (i) receive notices or service of process, to consummate the transactions contemplated herein and therein; (ii) negotiate, determine, compromise, settle and take to disburse any other action permitted or called for by any Company stockholder under this Agreement, funds received hereunder to such Stockholder; (iii) to endorse and deliver any instruments of transfer and assignment as Buyer may reasonably request; (iv) to execute and deliver on behalf of such Stockholder any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, hereto or thereto; (v) receive funds and make to take all other actions to be taken by or release payments on behalf of funds to pay any amounts that the such Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, herewith or therewith; (vi) to execute closing statements, settlement statements do each and funds flow statements on behalf every act and exercise any and all rights which such Stockholder or the Stockholder collectively are permitted or required to do or exercise under this Agreement and the Transaction Documents; and (vii) to resolve and settle claims under this Agreement and the Transaction Documents. Each of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholderStockholder. All decisions and actions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersStockholders, and no Company stockholder will Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Buyer shall have no liability to any Stockholder or any other Person for (x) the proper distribution of any payment made by Buyer to Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by on behalf of the express provisions of Stockholders under this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred , (y) any action or inaction taken by the Stockholder Representative in connection its capacity as such, and (z) any acts done by Buyer in accordance with the performance of hisa decision, her act, consent or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance instruction of Stockholder Representative. Buyer shall be entitled to rely on Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithauthority hereunder. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement Notices or communications to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the from Stockholder Representative shall die, become disabled constitute notice to or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent from each of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to Stockholder Representative shall act as the terms Representative of the Company Stockholders in respect of all matters arising under this Agreement or the Transaction Documents, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on behalf of any Company Stockholder Consentor the Stockholder Representative, including to enforce any rights granted to any Company Stockholder hereunder, in each case as the Stockholder Representative believes is necessary or appropriate under this Agreement and the Transaction Documents, for and on behalf of the Company Stockholders. The Company Stockholders shall be bound by all such actions taken by the Stockholder Representative and no Company Stockholder shall be permitted to take any such actions. The Stockholder Representative is serving as the Stockholder Representative solely for purposes of administrative convenience, and is not personally liable (except in its capacity as a Company Stockholder hereunder) for any of the obligations of the Company’s stockholders, any of its Subsidiaries or any of Company Stockholders hereunder, and Parent (on behalf of itself and its Affiliates) irrevocably appoints agrees that it will not look to the Stockholder Representative or the underlying assets of the Stockholder Representative for the satisfaction of any obligations of the Company, any of its Subsidiaries or any of the Company Stockholders. The Stockholder Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to act be taken, in connection with the performance by the Stockholder Representative of the Stockholder Representative’s duties or the exercise by the Stockholder Representative of the Stockholder Representative’s rights and remedies under this Agreement or any Transaction Document, except in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholder Representative. The Stockholder 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 Stockholder Representative shall not have any duty to ascertain or to inquire as representativeto the performance or observance of any of the terms, agentcovenants or conditions of this Agreement or any Transaction Document. Without limiting the generality of the foregoing, proxy the Stockholder Representative shall have the full power and attorney-in-fact for authority to interpret all the terms and provisions of this Agreement and the Transaction Documents, and to consent to any amendment hereof or thereof on behalf of all Company Stockholders and their respective successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be taken by, the Stockholder Representative relating to this Agreement or any Transaction Document. (b) The Company Stockholders will indemnify and hold harmless the Stockholder Representative from and against any and all Losses arising out of or in connection with the Stockholder Representative’s execution and performance of this Agreement and the Transaction Document, in each case as such Loss is suffered or incurred; provided, that in the event that any such Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Company Stockholders the amount of such indemnified Loss to the extent attributable to such gross negligence or willful misconduct. The Stockholder Representative shall be entitled to reimbursement by the Company Stockholders for all purposes under this Agreementreasonable expenses, the Merger disbursements and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power advances (including fees and authority on each such Company Stockholder’s behalf to: (i) receive notices or service disbursements of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such its counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (vconsultants) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with such capacity. In the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact event that the Stockholder Representative is or was acting as determines, in its sole and absolute discretion, that the funds paid to the Stockholder Representative under this Agreement. Neither pursuant to Section 2.12 or otherwise exceed the Stockholder Representative nor any agent employed by Expenses, the Stockholder Representative will incur any Liability to any Company stockholder relating shall pay such excess amount pro rata to the performance Company Stockholders, as an addition to such portions of Stockholder Representative’s duties hereunder except for actions the Purchase Price received by Company Stockholders; provided, however, that notwithstanding anything to the contrary in this Agreement, in no event shall such excess amount become payable to Parent or omissions constituting fraud or bad faiththe Surviving Corporation. The Stockholder Representative In no event will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any be required to advance its own funds on behalf of the Company stockholder if Stockholders or otherwise. The Company Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative took or omitted taking any action in good faithand the termination of this Agreement. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling may resign at any time by giving 30 days’ notice to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for Parent and the Company Stockholders. The Person serving as ; provided, however, in the event of the resignation or removal of the Stockholder Representative, a new Stockholder Representative may (who shall be replaced from time reasonably acceptable to time Parent) shall be appointed by the holders of a majority in interest vote or written consent of the Company Stockholders (based on the ownership who held of a majority of the Company Common Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to Stockholder Representative shall act as the terms representative of the Company Stockholder Consent, each Stockholders in respect of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes matters arising under this Agreement, and shall be authorized to act, or refrain from acting, in each case as the Merger Stockholder Representative believes is necessary or appropriate under this Agreement, for and otherwise on behalf of the Stockholders. The Stockholders shall be bound by all such actions taken by the Stockholder Representative and no Stockholder shall be permitted to take any such actions. The Stockholder Representative is serving as the Stockholder Representative solely for purposes of administrative convenience, and is not personally liable (except in its capacity as a Stockholder hereunder) for any of the obligations of any Stockholders hereunder, and the Corporate Taxpayer (on behalf of itself and its Affiliates) agrees that it will not look to the Stockholder Representative or the underlying assets of the Stockholder Representative for the satisfaction of any obligations of any of the Stockholders. The Stockholder Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the Contemplated Transactionsperformance by the Stockholder Representative of the Stockholder Representative’s duties or the exercise by the Stockholder Representative of the Stockholder Representative’s rights and remedies under this Agreement, includingexcept in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholder Representative. The Stockholder Representative may consult with legal counsel, without limitationindependent 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 Stockholder 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. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver to consent to any terminationamendment hereof or thereof on behalf of all Stockholders and their respective successors. The Corporate Taxpayer shall be entitled to rely on all statements, amendment representations, decisions of, and actions taken or waiver omitted to this Agreement in connection therewithbe taken by, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled relating to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and Stockholders will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by Losses (as defined in the Stockholder Representative Merger Agreement) arising out of or in connection with the Stockholder Representative’s execution and performance of histhis Agreement, her in each case as such Loss is suffered or its duties as incurred; provided, that in the event that any such Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating reimburse the Stockholders the amount of such indemnified Loss to the performance of Stockholder Representative’s duties hereunder except for actions extent attributable to such gross negligence or omissions constituting fraud or bad faithwillful misconduct. The Stockholder Representative In no event will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if be required to advance its own funds on behalf of the Stockholders or otherwise. The Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative took or omitted taking any action in good faiththe termination of this Agreement. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to resign at any time by giving 30 days’ notice to the holders of a majority Corporate Taxpayer and the Stockholders; provided, however, in interest the event of the Company Stockholders (based on the ownership resignation or removal of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, the successor a new Stockholder Representative (who shall promptly notify Parent in writing of be reasonably acceptable to the identity of such successor Stockholder Representative. Any such successor Corporate Taxpayer) shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred be appointed by the Stockholder Representative in connection with the performance vote or written consent of hisPE Greenlight Holdings, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeLLC.

Stockholder Representative. (a) The Company (Executing Stockholders hereby appoint and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints designate the Stockholder Representative to act as representative, agent, proxy the exclusive agent and attorney-in-fact for and on behalf of the Company Executing Stockholders for to give and receive any and all purposes notices and communications under this AgreementAgreement (including, without limitation, all notices and communications pursuant to Article IX) and the Merger other Transaction Documents, to otherwise act on behalf of the Executing Stockholders as provided in, or required by, this Agreement and otherwise in connection with the Contemplated Transactionsother Transaction Documents, including, without limitation, the full power right to receive the Merger Consideration and authority distribute it in accordance with this Agreement, to enter into the Escrow Agreement on each such Company Stockholder’s behalf of the Executing Stockholders, to agree to the Estimated Balance Sheet and the Final Closing Balance Sheet, to participate in and agree to the adjustment process set forth in Section 2.7, to waive any condition to the Executing Stockholders’ obligation to consummate the transactions contemplated under Sections 8.1 or 8.3, to agree to: (i) receive notices or service of process, (ii) negotiate, determineprosecute, compromisedefend, settle enter into settlements and compromises of, or take any other action permitted with respect to any indemnification claims by or called for by against any Company stockholder of the Executing Stockholders under this Agreement, (iii) demand arbitration and comply with Orders of Governmental Authorities and awards of arbitrators with respect to such claims, to negotiate, execute and deliver any termination, amendment or waiver amendments to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as if the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part receives consent to enter into such amendment by Executing Stockholders holding a majority of the Company Shares held by all Stockholders on an as converted to Common Stock basis and such amendment does not adversely affect the rights, benefits or obligations of an Executing Stockholder Representativewithout adversely affecting the rights, will be entitled benefits or obligations of all other Executing Stockholders in a substantially similar manner, to conclusively rely on execute, date and deliver the opinions and advice of such PersonsTransaction Documents, (v) receive funds and make or release payments of funds to pay any amounts that use the Stockholder Representative has incurred or reasonably expects to incur Reserve in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses performance of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders its duties and the Company. The Company Stockholders acknowledge that Parent exercise of its authority hereunder, to retain funds for reasonably anticipated expenses and Merger Sub will be entitled liabilities to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the extent the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will Reserve is not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interestsufficient, and are therefore irrevocable without to take all other actions necessary or appropriate in the consent judgment of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with this Agreement and the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason consummation of the fact that transactions contemplated hereby. Notwithstanding the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionforegoing, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling have no obligation to fulfill his, her or its responsibilities as agent act on behalf of the Company’s stockholdersExecuting Stockholders, then a majority except as expressly provided herein and in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholdersother Transaction Documents. The Person serving as the Stockholder Representative Such agency may be replaced from time to time changed by the holders of a majority in interest of the Company Executing Stockholders (based on the ownership their portion of the Company Shares to be sold hereunder on an as if converted to Common Stock set forth basis) from time to time upon not less than ten (10) days’ prior written notice to Parent. The powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Executing Stockholder and shall be binding on Schedule 1.4)any successor thereto, and (ii) shall survive the delivery of an assignment by any Executing Stockholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Amount. In either case, No bond shall be required of the successor Stockholder Representative. Notices or communications to or from the Stockholder Representative shall promptly notify Parent in writing constitute notice to or from each of the identity of such successor Stockholder Representative. Any such successor shall become Executing Stockholders. (b) Certain Executing Stockholders have entered into a letter agreement (the “Stockholder Representative” Representative Agreement”) with the Stockholder Representative for purposes certain representatives of this Agreement. such Executing Stockholders (ethe “Advisory Group”) All expenses incurred by to provide direction to the Stockholder Representative in connection with the performance of hisits services under this Agreement and the other Transaction Documents. Neither the Stockholder Representative (together with its members, her managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group or its Affiliates (including, the Executing Stockholders appointing such Advisory Group) (collectively, the “Stockholder Representative Group”) shall be liable for any act done or omitted hereunder as Stockholder Representative or in its capacity as the Advisory Group while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of good faith. The Executing Stockholders shall severally, based on such Executing Stockholder’s Pro Rata Share, indemnify, defend and hold harmless the Stockholder Representative Group against any loss, liability, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expense (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) incurred without bad faith, gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties under this Agreement (collectively, the “Stockholder Representative Expenses”). Such Stockholder Representative Expenses shall be recovered first, from the Stockholder Representative Reserve, second, from any distribution of the Indemnification Escrow Amount otherwise distributable to the Executing Stockholders, the Executing Option Holders and Non-Owner Participants at the time of distribution (in accordance with their Pro Rata Shares), and third, directly from the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (in accordance with their Pro Rata Shares). The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Stockholder Representative Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. The Executing Stockholders acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. (c) The Stockholder Representative will hold the Stockholder Representative Reserve separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Stockholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Stockholder Representative Reserve other than as a result of its bad faith, gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholder Representative Reserve, and has no tax reporting or income distribution obligations hereunder. (d) In the event that a Parent Indemnified Party receives payment from the remaining Indemnification Escrow Amount and/or Indentified Matters Escrow Amount as a result of an indemnification claim against an Executing Stockholder (such Executing Stockholder being referred to herein as the “Breaching Stockholder”) pursuant to Section 9.2(b) of this Agreement (any such payment being referred to herein as a “Disproportionate Payment”), each Executing Stockholder agrees that the Stockholder Representative, at its election, shall be entitled to (i) withhold from any amounts otherwise due to such Breaching Stockholder under this Agreement or the Transaction Documents (including, without limitation, the portion of the Escrow Amount and the Stockholder Representative Reserve that would have otherwise been released to such Breaching Stockholder) an amount equal to the Disproportionate Payment and any costs, fees and expenses incurred by or on behalf of the Stockholder Representative in connection with such Disproportionate Payment or (ii) require such Breaching Stockholder to pay an amount equal to the Disproportionate Payment, plus all costs, fees and expenses incurred by or on behalf of the Stockholder Representative in connection with such Disproportionate Payment, to the Stockholder Representative for the benefit of the other Executing Stockholders, the Executing Option Holders and Non-Owner Participants. (e) The Stockholder Representative shall be borne entitled to rely upon any signature believed by it to be genuine and paid exclusively reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Executing Stockholder or other party. A written decision, consent, notice or instruction of the Stockholder Representative related to any of the Transaction Documents or any of the transactions contemplated thereby shall constitute a decision, consent, notice or instruction, as applicable, of all of the Executing Stockholders and shall be final, binding and conclusive upon each of the Executing Stockholders and such Executing Stockholder’s successors as if expressly confirmed and ratified in writing by such Executing Stockholder, and Parent may rely upon any such written decision, consent, notice or instruction of the Company StockholdersStockholder Representative as being the decision, pursuant consent, notice or instruction of each and every Executing Stockholder. Each Executing Stockholder waives any and all defenses which may be available to their respective ownership contest, negate or disaffirm the action of Company Stock (on an as-converted basis) immediately prior the Stockholder Representative taken in good faith under this Agreement or the other Transaction Documents. Parent and its Affiliates are hereby relieved from any liability to any Person for any acts done by them in accordance with such written decision, consent, notice or instruction of the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (By virtue of the adoption of this Agreement and pursuant to the approval of the principal terms of the Merger by the Company Stockholder ConsentApproval, each of the Company’s stockholdersCompany Stockholders shall have irrevocably constituted and appointed, upon the Effective Time, Fortis Advisors LLC (and by its execution of this Agreement as Stockholder Representative, Fortis Advisors LLC hereby accepts its appointment) irrevocably appoints as the Stockholder Representative to act as representativetrue, agent, proxy exclusive and lawful agent and attorney-in-fact (the “Stockholder Representative”) of the Equityholders to act in the name, place and stead of the Company Stockholders in connection with the transactions contemplated by this Agreement, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Company Stockholders in any Proceeding, investigation or inquiry involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholder Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (i) to act for the Company Stockholders with regard to matters pertaining to Section 2.12; (ii) to act for all purposes under the Company Stockholders with regard to matters pertaining to indemnification referred to in this Agreement, including the Merger power to compromise any indemnity claim on behalf of the Company Stockholders and otherwise to transact matters of litigation or other Proceedings, investigations or inquiries; (iii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Stockholder Representative deems necessary or appropriate in connection with the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement; (iv) to execute and deliver all amendments and waivers to this Agreement that the Stockholder Representative deems necessary or appropriate, includingwhether prior to, without limitationat or after the Closing; (v) to receive funds for the payment of expenses of the Company Stockholders and apply such funds in payment for such expenses; (vi) to do or refrain from doing any further act or deed on behalf of the Company Stockholders that the Stockholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Company Stockholders could do if personally present; and (vii) to receive service of process in connection with any claims under this Agreement. Notwithstanding the foregoing, the full power Stockholder Representative shall have no obligation to act on behalf of the Company Stockholders, except as expressly provided herein and authority on each in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. Each Company Stockholder (i) agrees that all actions taken by the Stockholder Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Stockholder and such Company Stockholder’s behalf successors as if expressly confirmed and ratified in writing by such Company Stockholder, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Stockholder Representative taken in good faith under this Agreement or the Escrow Agreement. The Stockholder Representative shall be entitled to: (i) receive notices or service of processrely upon the Consideration Spreadsheet, (ii) negotiaterely upon any signature believed by it to be genuine, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Stockholder or other party (b) The Stockholder Representative may be removed or replaced only upon delivery of written notice to the Surviving Corporation by the Company Stockholders holding at least a majority of outstanding shares of Company Common Stock as of immediately prior to the Effective Time. Parent, the Surviving Corporation and deliver any terminationother Person may conclusively and absolutely rely, amendment or waiver without inquiry, upon any action of the Stockholder Representative in all matters referred to herein. The Stockholder Representative shall act for the Company Stockholders on all of the matters set forth in this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the manner the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, believes to be in the absence of bad faith on the part best interest of the Stockholder Representative, will be entitled to conclusively rely on the opinions Company Stockholders and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection consistent with the Company stockholders’ obligations under this Agreement, but the Merger and otherwise in connection with Stockholder Representative shall not be responsible to the Contemplated TransactionsCompany Stockholders for any Damages the Company Stockholders may suffer by the performance of its duties under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf other than Damage arising from willful violation of the Company’s stockholders and law or gross negligence in the Companyperformance of its duties under this Agreement. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will shall not be liable required to expend or risk its own funds or otherwise incur any financial liability in any manner whatsoever for the exercise or performance of any of Parent its powers, rights, duties or Merger Sub’s actionsprivileges or administration of its duties. The powers, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by immunities and rights to indemnification granted to the Stockholder Representative. Representative and the Advisory Group (bas defined below) The Company’s stockholders agree that such agency and proxy hereunder: (i) are coupled with an interest, interest and are therefore shall be irrevocable without the consent of the Stockholder Representative and will survive the death, incapacityincompetence, bankruptcy, dissolution bankruptcy or liquidation of the respective Company Stockholder and shall be binding on any Company’s stockholder. All decisions successor thereto, and actions (ii) shall survive the delivery of an assignment by any Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Fund. (c) Certain Company Stockholders have entered into a letter agreement with the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by provide direction to the Stockholder Representative in connection with the performance of hisits services under this Agreement and the Escrow Agreement (such Company Stockholders, her or its duties including their individual representatives, collectively hereinafter referred to as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement“Advisory Group”). Neither the Stockholder Representative (together with its members, managers, directors, officers, contractors, agents and employees) nor any agent employed by member of the Advisory Group (collectively, the “Stockholder Representative will incur any Liability Group”), shall be liable to any Company stockholder relating to Stockholders arising out of or in connection with the performance acceptance or administration of the Stockholder Representative’s duties hereunder except without gross negligence or willful misconduct. The Company Stockholders shall indemnify, defend and hold harmless the Stockholder Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Stockholder Representative Expenses”) incurred without gross negligence or willful misconduct on the part of the Stockholder Representative Group and arising out of or in connection with the acceptance or administration of its duties hereunder. Such Stockholder Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Escrow Fund or earn-out payment otherwise distributable to the Company Stockholders at the time of distribution, and third, directly from the Company Stockholders based on their respective Pro Rata Shares. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (d) At the Closing, Parent shall wire to the Stockholder Representative $250,000 (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Stockholder Representative as agent and for actions the benefit of the Company Stockholders in a segregated client account and shall be used for the purposes of paying directly, or omissions constituting fraud reimbursing the Stockholder Representative for, any Stockholder Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or bad faithany Stockholder Representative letter agreement (the “Expense Fund”). The Stockholder Representative will hold the Expense Fund separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Stockholder Representative is not providing any investment supervision, recommendations or advice. The Stockholder Representative shall have no Liability responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in respect of any actionsimilar capacity in connection with the Expense Fund, claim and has no tax reporting or proceeding brought against income distribution obligations hereunder. As soon as reasonably determined by the Stockholder Representative by any Company stockholder if that the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will Expense Fund is no longer required to be binding on the executorswithheld, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled distribute the remaining Expense Fund (if any) to the Escrow Agent (or otherwise be unable directly to the Exchange Agent or unwilling Parent if so instructed) for further distribution to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant Immediately upon the approval of this Agreement by the requisite vote of the Stockholders, each Stockholder shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the CompanyJxxx X. Xxxxxxx as such Stockholder’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company Stockholders for all purposes under this Agreement“Stockholder Representative”), the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver substitution to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders Stockholders to the extent and in the manner set forth in this Agreement and the CompanyEscrow Agreement. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponAll decisions, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency consents and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions instructions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersStockholders, and no Company stockholder will Stockholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Parent and Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative will have as being the decision, action, consent or instruction of the Stockholders (including, without limitation, the resolution of all claims for indemnification), and the Parent and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. (b) The Stockholder Representative may resign at any time, and may be removed for any reason or no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely reason by the express provisions vote or written consent of this AgreementStockholders holding a majority of the aggregate Fully Diluted Shares immediately before the Effective Time (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Parent and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by the Parent and, after the Effective Time, the Surviving Corporation; provided that until such notice is received, the Parent, Sub and the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Stockholder Representative as described in Section 2.13(a). The Company’s stockholders will Stockholder Representative may charge a reasonable fee for his services; provided that all fees and expenses incurred by the Stockholder Representative in performing his duties hereunder (including legal fees and expenses related thereto) and any indemnification in favor of the Stockholder Representative shall be borne by the Stockholders, and the amount held in the Stockholder Representative Fund shall be available to the Stockholder Representative therefor pursuant to the terms of the Escrow Agreement. (c) The Stockholder Representative shall not be liable to the Stockholders for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted willful misconduct or fraud. Except in cases where a court of competent jurisdiction has made such a finding, the Stockholders shall jointly and severally indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by the Stockholder Representative losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with the performance of his, her or its duties activities as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution Escrow Agreement or otherwise. (d) If The approval of this Agreement by the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent requisite vote of the Company’s stockholders, then a majority in interest Stockholders shall also be deemed to constitute approval of all arrangements relating to the Company’s stockholders (based on transactions contemplated hereby and to the ownership of provisions hereof binding upon the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timeincluding, without limitation, Section 7.2.

Stockholder Representative. (a) The Company (and pursuant Immediately upon the approval of this Agreement by the requisite vote or written consent of the Stockholders, each Securityholder shall be deemed to have consented to the terms appointment of the Company Stockholder ConsentNew Mountain Partners, each of the CompanyL.P. as such Person’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company Stockholders for all purposes under this Agreement“Stockholder Representative”), the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver substitution to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders Securityholders to the extent and in the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided manner set forth in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s Agreement. All decisions, actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency consents and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions instructions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersSecurityholders, and no Company stockholder will Securityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative. The Acquiror and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative will have no duties as being the decision, action, consent or obligations hereunder except those specifically set forth herein instruction of the Securityholders, and the Acquiror and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such duties decision, act, consent or instruction. Each of the Acquiror, Merger Sub and obligations will be determined solely the Surviving Corporation hereby waive, and by the express provisions their approval of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless , the Securityholders shall be deemed to have waived, any claims they may have or assert, including those that may arise in the future, against the Stockholder Representative against all Liabilities incurred for any action or inaction taken or not taken by the Stockholder Representative in connection with such person’s capacity as Stockholder Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct. Any notice or communication delivered by Acquiror, Merger Sub or the Surviving Corporation to the Stockholder Representative shall, as between Acquiror, Merger Sub and the Surviving Corporation, on the one hand, and the Securityholders, on the other hand, be deemed to have been delivered to all Securityholders. (b) The Stockholder Representative shall have the right to recover from, in its sole discretion, the Stockholder Representative Expense Holdback Amount and upon final release thereof, any remaining Escrow Amount, prior to any distribution to the Securityholders, the Stockholder Representative’s documented reasonable out-of-pocket expenses incurred in the performance of his, her or its duties as the Stockholder Representativehereunder, including, without limitation, those resulting from the employment of financial advisors, attorneys, auditors and other advisors and agents assisting in the assessment of arbitration, litigation and settlement of any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative disputes arising under this Agreement. Neither In the event that the funds remaining in respect of the Stockholder Representative nor Holdback Amount and the Escrow Amount are at any agent employed time insufficient to satisfy such amounts, then each Securityholder will be obligated (severally) to pay its pro rata portion of such deficit based upon the portion of the Merger Consideration received by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithsuch Securityholder. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders of a majority in interest vote or written consent of the Company Stockholders Securityholders at the Effective Time (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case, the successor Stockholder Representative shall promptly notify Parent in writing event of the identity death, incapacity, resignation or removal of such successor the Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the Company Stockholdersvote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Acquiror and, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by the Acquiror and, after the Effective Time, the Surviving Corporation.

Stockholder Representative. (a) The Company (11.1. Each Stockholder hereby irrevocably authorizes and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for to act on behalf of such Person with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by the Company Stockholders for all purposes under Stockholder Representative pursuant to this Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) give and receive notices or service of process, and communications hereunder; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in this Agreement; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by MiMedx; (iv) litigate, arbitrate, resolve, settle and take or compromise any other action permitted or called claim for by any Company stockholder under this Agreement, indemnification; (iiiv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement; (vi) make all elections or decisions contemplated by this Agreement; (vii) engage, employ or appoint any terminationagents or representatives (including attorneys, amendment accountants and consultants) to assist the Stockholder Representative in complying with its duties and obligations; and (viii) take all actions necessary or waiver appropriate in the good faith judgment of the Stockholder Representative for the accomplishment of the foregoing. 11.2. MiMedx shall be entitled to deal exclusively with the Stockholder Representative on all matters relating to this Agreement in connection therewith, and shall be entitled to rely conclusively (ivwithout further evidence of any kind whatsoever) engage such counsel, experts and other agents and consultants as the on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of by the Stockholder Representative, will and on any other action taken or purported to be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements taken on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that , as being fully binding upon such agency and proxy are coupled with an interestPerson. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by the Stockholder Representative hereunder, and are therefore irrevocable without the consent of including any agreement between the Stockholder Representative and will survive MiMedx relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this AgreementSection, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Stockholders, or by operation of Law. 11.3. The CompanyStockholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Stockholders according to each Stockholder’s stockholders will Pro Rata Share (the “Majority Holders”); provided, however, in no event shall the Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of the Stockholder Representative. In the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to MiMedx, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by MiMedx; provided, that until such notice is received, MiMedx shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 10.2 above. 11.4. The Stockholder Representative shall not be liable to the Stockholders for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by the Stockholder Representative shall be conclusive evidence of good faith). The Stockholders shall severally and not jointly and severally (in accordance with their Pro Rata Shares), indemnify and hold harmless the Stockholder Representative against from and against, compensate it for, reimburse it for and pay any and all Liabilities incurred by the Stockholder Representative losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting activities as the Stockholder Representative under this Agreement. Neither Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of reimburse the Company’s stockholders, then a majority in interest of Stockholders the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity amount of such successor Stockholder Representative. Any indemnified Representative Loss attributable to such successor shall become the “Stockholder Representative” for purposes of this Agreementgross negligence, fraud, intentional misconduct or bad faith. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Each Selling Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints DCY (the “Stockholder Representative to act Representative”) as such Selling Stockholder’s representative, agent, proxy and attorney-in-fact for and agent, with full power of substitution to act in the name, place and stead of such Selling Stockholder with respect to the transfer of such Selling Stockholder’s Shares to the Company Stockholders for in accordance with the terns and provisions of this Agreement and to act on behalf of such Selling Stockholder in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all purposes under such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: power: (i) receive notices to take all action necessary or service desirable in connection with the waiver of process, any condition to the obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement; (ii) to negotiate, determineexecute and deliver all ancillary agreements, compromisestatements, settle certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and take other documents required or permitted to given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Selling Stockholder shall execute and deliver any other action permitted such documents which the Stockholder Representative agrees to execute); (iii) to terminate this Agreement if the Selling Stockholders are entitled to do so; (iv) to give and receive all notices and communications to be given or called for by received under this Agreement and to receive service of process in connection with the any Company stockholder claims under this Agreement, including service of process in connection with arbitration; and (iiiv) execute and deliver any termination, amendment or waiver to take all actions which under this Agreement in connection therewithmay be taken by the Selling Stockholders (including, (ivwithout limitation, exercising any rights to indemnification under Article X) engage such counsel, experts and other agents and consultants as to do or refrain from doing any further act or deed on behalf of the Selling Stockholder which the Stockholder Representative deems necessary or appropriate in connection his sole discretion relating to the subject matter of this Agreement as fully and completely as such Selling Stockholder could do if personally present. (b) The Stockholder Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted .in bad faith or by willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). Purchasers may rely on the actions of the Stockholder Representative taken in accordance with exercising this Section 11.3 as the powers granted hereunder andduly authorized actions of the Selling Stockholders. (c) The Selling Stockholders agree, in severally but not jointly, to indemnify the absence of Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations Stockholder Representative’s carrying out it duties under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of successfully defending the Stockholder Representative as provided in this Section 10.1 as the acts against any claim of the Company Stockholders liability with respect thereto. The Stockholder Representative may consult with counsel of its own choice and will not be liable in any manner whatsoever have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of Parent such counsel. If DCY becomes unable to serve as Stockholder Representative, DAY, or Merger Sub’s actionssuch other Person or Persons as may be designated by DCY, shall succeed as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Each Company Stockholder Consent, each of shall be deemed to have irrevocably appointed the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Founder as representative, agent, proxy its representative and attorney-in-fact (in such capacity, the “Stockholder Representative”) to serve as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes under this Agreementwith respect to matters relating to the Earnout Shares, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: including (i) receive sending or receiving notices or service of processcommunications, (ii) negotiate, determine, compromise, settle and take any entering into amendments or providing waivers of this Agreement or other action permitted or called for by any Company stockholder under this AgreementAncillary Agreements, (iii) execute making decisions with respect to the distribution and deliver any termination, amendment or waiver to this Agreement in connection therewithallocation of the Stockholder Earnout Shares, (iv) engage such retaining counsel, experts and other agents (any representatives so retained, the “Retained Agents”), and consultants (v) entering into any settlement or submitting any dispute relating to the Earnout Shares. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act. The Stockholder Representative shall have no liability to any Company Stockholder (or any other Person) with respect to actions taken or omitted to be taken in its capacity as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in Representative. In the absence of bad faith on the part of by the Stockholder Representative, will the Stockholder Representative shall be entitled to conclusively rely on the opinions and advice of such Personsany Retained Agents; and the fact that any act was taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of good faith. The Stockholder Representative may resign at any time after giving 30 days’ notice to the Company and the Company Stockholders; provided, however, in the event of the resignation or removal of the Stockholder Representative, a successor stockholder representative shall be appointed by the Founder. (vb) receive funds The Stockholder Representative shall be reimbursed by PubCo for any and make or release payments all reasonable and documented expenses, disbursements, costs and advances (including fees and disbursements of funds to pay any amounts that Retained Agents) incurred by the Stockholder Representative has incurred in his capacity as such. (c) To the fullest extent permitted by Law, PubCo shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any actions, suits, proceedings, claims, costs, amounts paid in settlement, liabilities, losses, damages, and other expenses arising out of or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf acceptance or administration of the CompanyStockholder Representative’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponduties hereunder. (d) A decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as shall constitute a decision of all Company Stockholders and shall be final, binding and conclusive upon all Company Stockholders. Acquiror is hereby entitled to rely on all statements, representations and decisions of the acts of Stockholder Representative and shall have no liability to the Company Stockholders and will not be liable the Stockholder Representative in connection with any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, actions taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by on such statements, representations and decisions of the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative is hereby designated to act as the representative, agent, proxy agent and attorney-in-fact for each of the Company Neuromed Stockholders and their successors and assigns in accordance with this Section 9.1, effective as of immediately prior to the Effective Time, for all purposes under the Escrow Agreement, and the Stockholder Representative, by its signature to this Agreement, agrees to serve in such capacity. (b) In its capacity as Stockholder Representative, the Merger Stockholder Representative shall have the power and authority to take such actions from and after the Effective Time on behalf of each of the Neuromed Stockholders as the Stockholder Representative, in its sole judgment, may deem to be in the best interests of the Neuromed Stockholders or otherwise appropriate on all matters related to or arising from the Escrow Agreement without having to seek or obtain the consent of any Person under any circumstance. Such powers shall include, without limitation: (i) executing and delivering the Escrow Agreement and all certificates, consents and other documents contemplated by the Escrow Agreement or as may be necessary or appropriate to effect the transactions contemplated by the Escrow Agreement; (ii) giving and receiving notices and other communications relating to the Escrow Agreement, including objecting to or disputing any release or disbursement of Escrow Shares pursuant to the Escrow Agreement; (iii) taking or refraining from taking any actions (whether by negotiation, settlement, litigation, arbitration or otherwise) to resolve or settle all matters and disputes arising out of or related to the Escrow Agreement and the performance or enforcement of the obligations, duties and rights pursuant to the Escrow Agreement; (iv) taking all actions necessary or appropriate in connection with the Contemplated TransactionsEscrow Agreement; (v) engaging attorneys, includingaccountants, without limitationfinancial and other advisors, paying agents and other Persons necessary or appropriate, in the sole discretion of the Stockholder Representative, in the performance of its duties under the Escrow Agreement; (vi) entering into any amendment to, or granting any waiver under, the full Escrow Agreement after the Effective Time; and (vii) taking all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of any of the foregoing. (c) The power of attorney appointing the Stockholder Representative as attorney-in-fact is coupled with an interest and the death or incapacity of any Neuromed Stockholder shall not terminate or diminish the authority on each such Company Stockholder’s behalf to: and agency of the Stockholder Representative. (id) receive notices Should Xxxx X. Xxxxxxx or service any replacement Stockholder Representative resign or be unable to serve, the holders of process, (ii) negotiate, determine, compromise, settle and take a majority-in-interest of the Escrow Shares may designate any other action permitted Neuromed Stockholder immediately prior to the Effective Time to serve as the replacement Stockholder Representative, subject to the prior written consent of CombinatoRx, which shall not be unreasonably withheld or called for delayed, provided that such Neuromed Stockholder designated by any Company stockholder under the holders of a majority-in-interest of the Escrow Shares shall have executed and delivered to each of the other parties hereto a counterpart to this Agreement, (iii) execute solely in its capacity as the replacement Stockholder Representative. The decisions and deliver any terminationactions of such replacement Stockholder Representative shall be, amendment or waiver to this Agreement in connection therewithfor all purposes, (iv) engage such counsel, experts and other agents and consultants as those of the Stockholder Representative deems necessary as if originally named herein. (e) Each Neuromed Stockholder forever voluntarily releases and discharges the Stockholder Representative and its representatives, successors and assigns, from any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs), whether known or unknown, anticipated or unanticipated, arising as a result of or incurred in connection with exercising any actions taken or omitted to be taken by the powers granted hereunder andStockholder Representative pursuant to the terms of the Escrow Agreement, in except to the absence of extent it can be demonstrated that the Stockholder Representative was grossly negligent. (f) The Neuromed Stockholders shall jointly and severally indemnify the Stockholder Representative and hold it harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representative and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations acceptance or administration of its duties under this the Escrow Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by may receive reimbursement directly from the express provisions Neuromed Stockholders (or, at the discretion of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against Representative, from any distribution to the Neuromed Stockholders to be made under the Escrow Agreement) for any and all Liabilities expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Stockholder Representative in connection with the performance or discharge of hisits rights and obligations under the Escrow Agreement. (g) From the Effective Time through the termination of the Escrow Agreement, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative shall have access to information about CombinatoRx and its Subsidiaries and the reasonable assistance of CombinatoRx’s employees, upon reasonable notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, in each case solely to the extent that such information or assistance is made a party by reason of reasonably necessary for the fact Stockholder Representative to the perform its duties and exercise its rights under the Escrow Agreement; provided, that the Stockholder Representative is shall treat confidentially and not use or was acting disclose to anyone any nonpublic information from or about CombinatoRx or any of its Subsidiaries (except for disclosures on a need to know basis to individuals who agree to treat such information confidentially under terms of a confidentiality agreement reasonably acceptable to CombinatoRx, disclosures to legal counsel or as otherwise required to enforce the Escrow Agreement). (h) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability Escrow Agreement shall constitute a notice or communication to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud by, or bad faith. The Stockholder Representative will have no Liability in respect of any a decision, action, claim failure to act within a designated period of time, agreement, consent, settlement, resolution or proceeding brought against instruction of all the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will Neuromed Stockholders and shall be final, binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of conclusive upon each Company such Neuromed Stockholder; and each Neuromed Stockholder, CombinatoRx and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative Escrow Agent shall be borne entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction under the Escrow Agreement as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timeevery such Neuromed Stockholder.

Stockholder Representative. (a) The Company In order to effectively administer -------------------------- (i) the determination of the Merger Consideration (as defined in Section 2.3) and (ii) the defense and/or settlement of any claims for which the stockholders of Lightscape may be required to indemnify Discreet, the Surviving Corporation or any Indemnitee (as defined in Section 9.2) pursuant to Article IX hereof, the terms stockholders of Lightscape, by virtue of their approval of this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the Company Effective Time, Xxxxx Xxxxxxx (together with his permitted successors, the "Stockholder ConsentRepresentative"), each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy their true and lawful agent and attorney-in-in- --------------------------- fact for the Company Stockholders for all purposes under this Agreement, to verify the Merger Consideration, to make any and otherwise all decisions, settlements and agreements on their behalf relating to the determination of the Merger Consideration, to enter into any agreement in connection with the Contemplated Transactionstransactions contemplated by this Agreement and any transactions contemplated by the Participation Agreement (as defined in Section 7.1(n)), to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the full power Agreement and authority on each such Plan of Merger -- Page 4 Execution Copy -------------- defense, settlement or compromise of any claim, action or proceeding for which Discreet, Surviving Corporation or any Indemnitee the Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle may be entitled to indemnification and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions an interest and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeis irrevocable. (b) The Company’s Lightscape stockholders agree will have the right to remove the Stockholder Representative and, upon such removal, or in the event of the Stockholder Representative's death or resignation, to appoint as a new Stockholder Representative any former Lightscape stockholder at any time and from time to time during the two-year period ending December 31, 1999, by a vote of the persons holding a majority interest in the right to receive the Merger Consideration at such time evidenced by a writing executed by such persons. In the event of a failure to obtain the approval of the majority of the persons holding a majority interest in the right to receive the Merger Consideration required herein, persons holding a 35% interest in the right to receive the Merger Consideration shall have the right to appoint a new Stockholder Representative. The appointment of the new Stockholder Representative will be of no force or effect whatsoever upon Discreet or the Surviving Corporation or otherwise under this Agreement until three days after the later of the dates when Discreet or the Surviving Corporation is deemed to have received written notice of such appointment, which notice must include at least: (i) the identity and address of the new Stockholder Representative and a statement that such agency Stockholder Representative has been properly appointed; (ii) the duly acknowledged signatures of each of the Lightscape stockholders voting for the new Stockholder Representative; and proxy are coupled (iii) a statement that any non-signing Lightscape stockholder has been notified in writing of the appointment of the new Stockholder Representative. Discreet and the Surviving Corporation will be entitled to rely on any notice received in such form without conducting an investigation of the contents thereof. Any notice given by Discreet or the Surviving Corporation to the Stockholder Representative will constitute notice to each and all of the Lightscape stockholders at the time notice is given to the Stockholder Representative. Any action taken by, or notice or instruction received from, the Stockholder Representative will be deemed to be action by, or notice or instruction from, each and all of the Lightscape stockholders. Discreet and the Surviving Corporation will disregard any notice or instruction received from any Lightscape stockholder other than the then acting Stockholder Representative with an interest, regard to this Agreement or the Participation Agreement. Discreet and are therefore irrevocable without the consent Surviving Corporation and any affiliate thereof shall be able to rely conclusively on the instructions and decisions of the Stockholder Representative and will survive as to the death, incapacity, bankruptcy, dissolution determination of the Merger Consideration or liquidation the settlement of any Company’s stockholder. claims for indemnification pursuant to Article IX hereof or any other actions required to be taken by the Stockholder Representative hereunder or under the Participation Agreement. (c) All decisions and actions by the Stockholder Representative, including without limitation any agreement between the Stockholder Representative will and Discreet, the Surviving Corporation and/or any affiliate thereof relating to the determination of the Merger Consideration or the defense or settlement of any claims for which the Lightscape stockholders may be required to indemnify Discreet, the Surviving Corporation or any Indemnitee pursuant to Article IX hereof, shall be binding upon all of the Company’s stockholdersLightscape Stockholders, and no Company Lightscape stockholder will shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions By their execution of this Agreement. The Company’s stockholders will jointly , each Lightscape stockholder agrees that: (i) all actions, decisions and severally indemnify and hold harmless instructions of the Stockholder Representative shall be conclusive and binding upon all of the Lightscape stockholders and no Lightscape stockholder shall have any cause of action against all Liabilities incurred by the Stockholder Representative in connection with the performance of hisfor any action taken, her decision made or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party instruction given by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither , except for fraud or willful breach of this Agreement and the Stockholder Representative nor any agent employed Participation Agreement by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability shall not suffer any liability or loss for any act performed or omitted to be performed by him under this Agreement in respect the absence of any action, claim his gross negligence or proceeding brought against the willful misconduct. Agreement and Plan of Merger -- Page 5 Execution Copy -------------- The Stockholder Representative may consult with counsel in connection with his duties hereunder and under the Participation Agreement and shall be fully protected by any Company stockholder if act taken, suffered, permitted, or omitted in good faith in accordance with the advice of counsel. The Stockholder Representative took shall be fully protected in relying upon any written notice, demand, certificate or omitted taking any action document which he in good faith. faith believes to be genuine; and (cii) The the provisions of this Section 10.1 will 1.8 shall be binding on upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseLightscape stockholder. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company As of the date hereof and at all times subsequent to the Closing, the STOCKHOLDERS shall be deemed to have appointed Xxxxxxx Xxxxx Xxxxxxx (hereinafter referred to as the "STOCKHOLDER Representative") as their representative for purposes of all amendments, consents and waivers under this Agreement and for purposes of taking actions on behalf of the STOCKHOLDERS pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Section 11 and as representative, agent, proxy and attorney-in-fact and agent for and on behalf of the Company Stockholders for STOCKHOLDERS with authority to take any and all purposes actions and make any and all decisions required or permitted to be taken or made by them with respect to such amendments, consents, waivers and actions under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, Section 11 (including, without limitation, the settling of claims pursuant to Section 11). The STOCKHOLDER Representative shall have and is hereby granted by the STOCKHOLDERS full power and authority on each as agent of STOCKHOLDERS to represent such Company Stockholder’s behalf to: (i) receive notices or service of processSTOCKHOLDERS, (ii) negotiateand their respective successors, determineheirs, compromiserepresentatives, settle and take assigns with respect to all matters arising under this Agreement and any other action permitted or called for matters concerning the transactions contemplated by any Company stockholder under this Agreement, (iii) execute both before and deliver any terminationafter the Closing, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as all action taken by the Stockholder STOCKHOLDER Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part shall be binding upon all of the Stockholder RepresentativeSTOCKHOLDERS, will be entitled to conclusively rely on the opinions and advice their respective successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativethem. (b) The Company’s stockholders agree that such agency and proxy are coupled STOCKHOLDER Representative, in his capacity as such, shall not incur any liability to any other STOCKHOLDER with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution respect to any action or liquidation of any Company’s stockholder. All decisions and actions inaction taken by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest him except those involving his own willful misconduct or otherwise contest the samegross negligence. The Stockholder STOCKHOLDER Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against may, in all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative questions arising under this Agreement. Neither , rely on the Stockholder Representative nor any agent employed advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder STOCKHOLDER Representative will incur any Liability based on such advice, the STOCKHOLDER Representative, in his capacity as such, shall not be liable to any Company stockholder relating to other STOCKHOLDER. Nothing set forth in this Section 18.16(b) shall in any way relieve the performance STOCKHOLDERS, in their capacities as STOCKHOLDERS, of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faiththeir obligations under this Agreement. (c) The provisions of this Section 10.1 will be binding on In the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent event of the Company’s stockholders, then a majority in interest death or permanent disability of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint STOCKHOLDER Representative, or his resignation as STOCKHOLDER Representative, a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder STOCKHOLDER Representative shall be borne and paid exclusively appointed by the Company Stockholders, pursuant STOCKHOLDERS. Prompt notice of such appointment shall be delivered in writing by the STOCKHOLDERS to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeHOLDING.

Stockholder Representative. (a) The Company (and pursuant For purposes of this Agreement, the Escrowed Holders, without any further action on the part of any such Escrowed Holder, shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints Xxxxxxx Xxxxx as the Stockholder Representative to act of such Escrowed Holders, as representative, agent, proxy and the attorney-in-fact for and on behalf of each such Escrowed Holder, and the Company Stockholders for taking by the Stockholder Representative of any and all purposes actions and the making of any decisions required or permitted to be taken by him under this Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to (i) receive notices or service of processexecute this Agreement and the Escrow Agreement, (ii) negotiate, determine, compromise, settle agree to execute any amendments to this Agreement and take any other action permitted or called for by any Company stockholder under this the Escrow Agreement, (iii) execute authorize delivery to Parent and deliver the Surviving Corporation of the Escrow Amount, or any terminationportion thereof, amendment or waiver to this Agreement in connection therewithsatisfaction of Indemnification Claims, (iv) engage such counselagree to, experts negotiate, enter into settlements and other agents compromises of and consultants as comply with orders of courts and awards of arbitrators with respect to any Indemnification Claims, (v) resolve any Indemnification Claims and (vi) take all actions necessary in the judgment of the Stockholder Representative deems necessary for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; provided, however, that the Stockholder Representative shall not take any action where (A) any single Escrowed Holder would be held solely liable for a Loss (without such Escrowed Holder’s prior written consent) or (B) such action materially and adversely affects the substantive rights or obligations of an Escrowed Holder, or group of Escrowed Holders, without a similar proportionate effect upon the substantive rights or obligations of all Escrowed Holders, unless each such disproportionately affected Escrowed Holder consents in connection with writing prior thereto. (b) The Escrowed Holders will be bound by the actions taken by the Stockholder Representative exercising the powers rights granted to him by this Agreement and the Escrow Agreement. Parent and the Surviving Corporation shall be entitled to rely on any such action or decision of the Stockholder Representative (without any obligation to inquire into the authority of the Stockholder Representative). The Stockholder Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Stockholder Representative may rely on the advice of counsel, and the Stockholder Representative will not be liable to Escrowed Holders, Parent, Merger Sub, the Company or Surviving Corporation for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice. The Stockholder Representative shall not be entitled to any fee, commission or other compensation hereunder andor from Parent or the Surviving Corporation for the performance of his services hereunder. (c) If the Stockholder Representative shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities hereunder, the Escrowed Holders entitled to a majority in interest of the Escrow Amount shall appoint a new Stockholder Representative as soon as reasonably practicable by written consent by sending notice and a copy of the duly executed written consent appointing such new Stockholder Representative to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the absence of consent or the date such consent is received by Parent and the Escrow Agent. (d) The Escrowed Holders shall be severally, but not jointly, liable to indemnify the Stockholder Representative for, and shall hold the Stockholder Representative harmless against, any loss, liability, cost or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations Stockholder Representative’s carrying out his duties under this Agreement and the Escrow Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of successfully defending the Stockholder Representative as provided in this Section 10.1 as the acts against any claim of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled liability with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the samerespect thereto. The Stockholder Representative may consult with counsel of his own choice and will have no duties full and complete authorization and protection for any action taken and suffered by him in good faith or obligations hereunder except those specifically in accordance with the opinion of such counsel. If the Stockholder Representative complies with any Order, he shall not be liable to any Escrowed Holder by reason of such compliance even though such Order may be subsequently reviewed, modified, annulled, set forth herein and such duties and obligations will be determined solely by aside or vacated. The indemnification under this Section 10.3(d) shall survive the express provisions termination of this Agreement. The Company’s stockholders will jointly costs of such indemnification (including the costs and severally indemnify and hold harmless expenses of enforcing this right of indemnification) shall be the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason responsibility of the fact that Escrowed Holders, and Parent and the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will Surviving Corporation shall have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementliability therefore. (e) All expenses incurred by Subject to any attorney-client or similar legal privileges, the Stockholder Representative shall have reasonable access, subject to reasonable confidentiality restrictions, to information relating to any Indemnification Claim or any other information reasonably necessary to the Stockholder Representative’s duties under this Agreement that is in connection the possession or control of Parent or the Surviving Corporation. Parent shall make available the reasonable assistance of the Surviving Corporation’s officers and employees for purposes of performing the Stockholder Representative’s duties under this Agreement and/or the Escrow Agreement, including for the purpose of evaluating any Indemnification Claim; provided that the Stockholder Representative shall treat confidentially and not disclose any nonpublic information from or about the Surviving Corporation or any of its Affiliates to any Person (except as required by law or on a need-to-know basis to Persons who agree to treat such information confidentially). (f) Parent, Merger Sub, the Company and the Surviving Corporation acknowledge that the Stockholder Representative may have a conflict of interest with the performance of his, her or its respect to his duties as Stockholder Representative, and in such regard the Stockholder Representative shall be borne and paid exclusively by has informed Parent, Merger Sub, the Company Stockholders, pursuant to their respective ownership and the Surviving Corporation that he will act in the best interests of Company Stock (on an as-converted basis) immediately prior to the Effective TimeEscrowed Holders.

Stockholder Representative. (a) The Company (and pursuant to By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Company Stockholder ConsentMerger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Seller shall be deemed to have appointed, and Shareholder Representative Services LLC is hereby appointed, as of the Company’s stockholders) irrevocably appoints Closing, as the Stockholder Representative to act as representative, agent, proxy agent and attorney-in-fact for and on behalf of the Company Stockholders Sellers for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each Certain information has been excluded from this agreement (indicated by “[***]”) because such Company Stockholder’s behalf to: information (i) receive notices or service of process, is not material and (ii) would be competitively harmful if publicly disclosed. Agreement and the agreements ancillary hereto, including to give and receive notices and communications, to authorize satisfaction of claims by Xxxxxx, to object to such payments, to agree to, negotiate, determineenter into settlements and compromises of, compromiseand demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, settle and to take any all other action permitted actions that are either (i) necessary or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement appropriate in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the judgment of the Stockholder Representative deems necessary in connection with exercising for the powers granted hereunder andaccomplishment of the foregoing or (ii) permitted by the terms of this Agreement. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Sellers. Such agency may be changed by the Company Sellers from time to time upon not less than ten (10) days prior written notice to Parent; provided, that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the absence position of bad faith on Stockholder Representative may be filled by the part former holders of a majority of Company Capital Stock. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeSellers. (b) The Company’s stockholders agree Neither the Stockholder Representative nor any member of the Advisory Committee (as defined in that such agency certain engagement letter entered into between the Stockholder Representative and proxy are coupled certain of the Company Sellers in connection with an interestthe transactions contemplated hereby (the “Engagement Letter”)) shall incur liability of any kind with respect to any action or omission by the Stockholder Representative or the Advisory Committee in connection with their services pursuant to this Agreement, the Engagement Letter and are therefore irrevocable without the consent agreements ancillary hereto, except to the extent resulting from the bad faith, gross negligence or willful misconduct of the Stockholder Representative and will survive or such member of the deathAdvisory Committee, incapacityas applicable. For the avoidance of doubt, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the preceding sentence shall not prejudice the Stockholder Representative will be binding upon the CompanyRepresentative’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest indemnification from the samemembers of the Advisory Committee (in their capacity as Company Sellers) pursuant to the following sentence. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify Company Sellers shall indemnify, defend and hold harmless the Stockholder Representative and each member of the Advisory Committee from and against any and all Liabilities incurred losses, liabilities, damages, penalties, fines, forfeitures, actions, fees, and out-of-pocket costs and expenses (including the reasonable out-of-pocket fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) to the extent arising out of or in connection with the Stockholder Representative’s or the Advisory Committee’s execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the bad faith, gross negligence or willful misconduct of the Stockholder Representative or such member of the Advisory Committee, as applicable, the Stockholder Representative or such member of the Advisory Committee, as applicable, shall promptly reimburse the Company Sellers the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Company Sellers, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in connection with the performance of hisExpense Fund Account or (ii) any other funds that become payable to the Company Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Company Sellers; provided, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which that while this section allows the Stockholder Representative is made a party by reason to be paid from the aforementioned sources of funds, this does not relieve the fact that Company Sellers from their obligation to promptly pay, in accordance with their respective pro rata portions, such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative is from seeking any remedies available to it at law or was acting as otherwise. In no event shall the Stockholder Representative be required to advance its own funds on behalf of the Company Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative under this Agreementsection. Neither The Company Sellers acknowledge and agree that the foregoing indemnities shall survive the Closing, the resignation or removal of the Stockholder Representative nor any agent employed by or the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes termination of this Agreement. (ec) All expenses incurred by Upon the Closing, the Company shall wire to an account of Stockholder Representative as set forth on the Allocation Schedule (the “Expense Fund Account”) an amount of $250,000 in cash (the “Expense Fund”), which shall be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Company Sellers shall not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. to the Stockholder Representative any ownership right that they may otherwise have had in connection with the performance of his, her any such interest or its duties as earnings. The Stockholder Representative shall not be borne liable for any loss of principal of the Expense Fund other than as a result of its bad faith, gross negligence or willful misconduct. The Stockholder Representative shall hold these funds separate from its corporate funds, shall not use these funds for its operating expenses or any other corporate purposes and paid exclusively shall not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable after the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative shall deliver the balance of the Expense Fund to the Paying Agent for further distribution to the Company Security Holders the portion of such balance payable pursuant to Section 1.7(a), Section 1.7(b)(i) and Section 1.7(c), as applicable; provided, that as a condition to Parent’s and Paying Agent’s obligation to make such payments, the Stockholder Representative shall first deliver to Parent an updated Allocation Schedule setting forth the portion of such Expense Fund distribution payable to each Company Seller. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Company StockholdersSellers at the time of Closing. Any tax required to be withheld with respect to the deemed payment to a Company Seller of its portion of the Expense Fund shall reduce the amount of cash to such Person at Closing in respect of Company Capital Stock and shall not reduce the Expense Fund. (d) A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to their respective ownership Section 9.6 and Section 9.7 hereof, shall constitute a decision of the Company Stock (on an as-converted basis) immediately prior Sellers and shall be final, binding and conclusive upon the Company Sellers. Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Company Sellers. Parent is hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) Xxxx Xxxxxxxx is hereby irrevocably appoints the Stockholder Representative to act appointed as representative, agent, proxy agent and attorney-in-fact for the Company and each Signing Stockholder, (i) to give and receive notices and communications relating to the transactions and other matters contemplated by this Agreement or the Securityholder Ancillary Documents, including those relating to adjustments to the Merger Consideration and indemnification claims; (ii) to make decisions on behalf of the Company and the Signing Stockholders with respect to the transactions and other matters contemplated by this Agreement or the Securityholder Ancillary Documents, including regarding (A) adjustments to the Merger Consideration, (B) indemnification claims, (C) amendments to this Agreement or the Securityholder Ancillary Documents and (D) the defense of third party suits that may be the subject of indemnification claims, and to negotiate, enter into settlements and compromises of, and demand litigation or arbitration with respect to such third party suits or claims by ExamWorks for indemnification; and (iii) to take other actions on behalf of the Company and the Signing Stockholders as contemplated by this Agreement or the Securityholder Ancillary Documents, including the exercise of all purposes rights granted to the Company and the Signing Stockholders under this AgreementAgreement or the Securityholder Ancillary Documents. Contemporaneously herewith, the Merger Non-Signing Stockholders have also appointed such Person as representative, agent and otherwise attorney-in-fact for the Non-Signing Stockholders. (b) The Company and each Signing Stockholder agrees that (i) the provisions of this Section 12.1 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies the Company or any Stockholder may have in connection with the Contemplated Transactions, including, without limitation, transactions contemplated by this Agreement or the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of processSecurityholder Ancillary Documents, (ii) negotiatethe remedy at law for any breach of the provisions of this Section 12.1 would be inadequate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute the provisions of this Section 12.1 shall be binding upon the successors and deliver any terminationassigns of the Company and each Stockholder. (c) A decision, amendment act, consent or waiver instruction of the Stockholder Representative relating to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as or the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with Securityholder Ancillary Documents shall constitute a decision for the Company stockholders’ obligations under this Agreementand all Stockholders, and shall be final, binding and conclusive upon the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders Company and the Company. The Company Stockholders acknowledge that Parent Stockholders, and Merger Sub will be entitled to conclusively ExamWorks may rely uponupon any such decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, act, consent or instruction of the Company and every Stockholder. The Signing Stockholders shall, jointly and will not be liable in severally, indemnify and hold harmless ExamWorks from any manner whatsoever for any action or omission on their behalf at the request or instruction of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (bd) The Company’s stockholders agree that such agency and proxy are coupled with an interestStockholder Representative shall be entitled to rely, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the deathshall be fully protected in relying, incapacityupon any statements furnished to it by any Stockholder, bankruptcyExamWorks, dissolution any third Person or liquidation of any Company’s stockholder. All decisions and actions other evidence deemed by the Stockholder Representative will to be binding upon the Company’s stockholdersreliable, and no Company stockholder will have the right Stockholder Representative shall be entitled to objectact on the advice of counsel selected by it but that the Stockholder Representative shall not be responsible to any Stockholder for any loss or damage any Stockholder may suffer by reason of the performance by the Stockholder Representative of its duties under this Agreement, dissent, protest other than loss or otherwise contest damage arising from willful misconduct in the sameperformance of such Stockholder Representative duties under this Agreement. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein shall be entitled to retain counsel acceptable to it and to incur such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless expenses as the Stockholder Representative against deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement and the other Securityholder Ancillary Documents, and all Liabilities such fees and expenses (including reasonable attorneys’ fees and expenses) incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding shall jointly and severally be borne by each Stockholder. The Stockholders hereby agree to which jointly and severally indemnify the Stockholder Representative is made a party by reason of the fact that (in its capacity as such) against, and to hold the Stockholder Representative is (in its capacity as such) harmless from, any and all liabilities and other losses and expenses of whatever kind which may at any time be imposed upon, incurred by or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought asserted against the Stockholder Representative by in such capacity in any Company stockholder if the Stockholder Representative took way relating to or omitted taking arising out of its action or failures to take action pursuant to this Agreement or any action in good faithother Securityholder Ancillary Documents. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (de) If the Stockholder Representative shall (i) resign, die, become disabled legally incapacitated or is otherwise be unable or unwilling to fulfill his, her his responsibilities hereunder or its responsibilities as agent (ii) is removed by the Stockholders entitled to at least a majority of the Company’s stockholderspurchase price, then the Stockholders shall (by consent of those Stockholders entitled to at least a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall purchase price), within 10 days after resignation, death, incapacity, inability or removal, appoint a successor agent for the Company Stockholders. The Person serving as to the Stockholder Representative may subject to ExamWorks’ consent, which consent will not be replaced from time unreasonably withheld or delayed. If no such replacement Stockholder Representative is designated and or consented to time by within such 10-day period, the holders of a majority in interest Stockholder entitled to the largest portion of the Company Stockholders (based on Purchase Price shall be deemed to be the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by succeed the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timehereunder.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder ConsentBy executing this Agreement, each of the Company’s stockholders) Stockholder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s exclusive representative and attorney-in-fact for to act on behalf of such Person with respect to this Agreement and the Company Stockholders for Escrow Agreement and to take any and all purposes under actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement or the Escrow Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent of cash from the Purchase Price Adjustment Escrow Fund (or, if necessary, the Indemnification Escrow Fund) in satisfaction of any amounts owed to Parent pursuant to Section 2.17 or from the Indemnification Escrow Fund in satisfaction of claims for indemnification made by Parent pursuant to Article VII and Article IX; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.17; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VII and Article IX; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and take any other action permitted or called for by any Company stockholder under this Agreement, Article IX; (iiivi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Escrow Agreement); (viii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations, and compensate such agents or representative for such service, and compensating the Stockholder Representative in a reasonable amount for services rendered by Stockholder Representative post Closing; and (ix) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article IX) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the by Stockholder Representative, will and on any other action taken or purported to be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements taken on behalf of the Company’s stockholders and the Companyany Stockholder by Stockholder Representative, as being fully binding upon such Person. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance any act of hisany one or Stockholders, her or its duties as the Stockholder Representativeby operation of Law, including, without limitation, any action, suit whether by death or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. other event. (b) The Stockholder Representative will have no Liability in respect of may resign at any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trusteestime, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders according to each Stockholder’s Pro Rata Share (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case; provided, the successor however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall promptly notify Parent in writing assume such duties immediately upon the resignation or removal of the identity of such successor Stockholder Representative. Any such successor shall become In the “event of the death, incapacity, resignation or removal of Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the Company vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 11.01(a) above. (c) The Stockholder Representative shall not be liable to the Stockholders for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Stockholders shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement and the Escrow Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Stockholder Representative, Stockholder Representative shall reimburse the Stockholders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied: (i) from the Stockholder Representative Expense Fund; and (ii) to the extent the amount of the Representative Losses exceeds amounts available to Stockholder Representative under (i), from the Stockholders, pursuant to severally and not jointly (in accordance with their respective ownership Pro Rata Shares). As soon as practicable after the date on which the final obligation of Company Stock (on an as-converted basis) immediately prior Stockholder Representative under this Agreement and the Escrow Agreement have been discharged or such other date as Stockholder Representative deems appropriate, the Escrow Agent shall pay any amounts remaining in the Stockholder Representative Fund to the Effective TimeStockholders in accordance with their Pro Rata Shares, as set forth in the Escrow Agreement.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the approval of the Merger and this Agreement by the Company Stockholder ConsentSecurityholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Company Securityholders shall be deemed to act have agreed to appoint Xxxx Xxxxxxx as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary for and on behalf of the Company Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Parties from the Escrow Fund in connection satisfaction of claims by such Indemnified Parties pursuant to Section 8.1(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with exercising the powers granted hereunder andorders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Parties against any Company Stockholder or by any such Company Stockholder or holder against any Indemnified Parties or any dispute between any Indemnified Parties and any such Company Stockholder or holder, in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Securityholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority of the Company Capital Stock immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be filled by the holders of a majority of the Company Capital Stock immediately prior to the Effective Time. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Company Securityholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Securityholders shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representative and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, acceptance or administration of the Merger and otherwise in connection with the Contemplated TransactionsStockholder Representative’s duties hereunder, including amounts required to pay the reasonable fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed legal counsel retained by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions fees and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with this Agreement (collectively, “Stockholder Representative Expenses”). If then available after satisfaction of all claims of Indemnified Parties, the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by have the right to recover Stockholder Representative Expenses from the Escrow Fund prior to any distribution to the Company StockholdersSecurityholders, and prior to any such distribution, shall deliver to the Escrow Agent or Parent, as the case may be, a certificate setting forth the Stockholder Representative Expenses actually incurred. A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to their respective ownership Section 9.4 and Section 9.5, shall constitute a decision of the Company Stock (on an as-converted basis) immediately prior Securityholders and shall be final, binding and conclusive upon the Company Securityholders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Company Securityholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (Upon the adoption of this Agreement and pursuant to the terms approval of the Company Stockholder Consent, each of Merger and the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for transactions contemplated hereby by the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, 68 without limitation, the full power and authority on each such further act of any Company Stockholder’s behalf to: , Nechemia J. Peres (ithe "STOCKHOLDER REPRESENTATIVE") shall be appointxx xx xxx Xxxxxxxlder Representative hereunder to give and receive notices or service and communications, to authorize payment to any Parent Indemnified Party from the Escrow Fund in satisfaction of processclaims and Losses by a Parent Indemnified Party, (ii) to object to such payments, to agree to, negotiate, determineenter into settlements and compromises of, compromiseand demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims or Losses, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders due and owing pursuant to this Agreement and acknowledge that receipt thereof, to waive any breach or default of Parent and or Merger Sub will be entitled under this Agreement following the Effective Time, to conclusively rely uponcalculate the Aggregate Consideration Spreadsheet, without independent investigationto receive service of process on behalf of the Company Stockholders in connection with any claims under this Agreement or any related document or instrument, any act, notice, instruction and to take all other actions that are either (i) necessary or communication appropriate in the judgment of the Stockholder Representative as provided in for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Section 10.1 as the acts Agreement; provided, however that such agency shall apply only to matters affecting all or most of the Company Stockholders and will not any matter that affects only an individual Company Stockholder shall be liable in any manner whatsoever for any of addressed by Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed and such Company Stockholder. Such agency may be changed by the Stockholder Representative. Company Stockholders from time to time upon not less than thirty (b30) The Company’s stockholders agree that such agency and proxy are coupled with an interestdays prior written notice to Parent; provided, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the deathhowever, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance may not be removed unless holders of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in two-thirds interest of the Company’s stockholders (based on Escrow Fund agree to such removal and to the ownership identity of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for substituted agent. A vacancy in the Company Stockholders. The Person serving as the position of Stockholder Representative may be replaced from time to time filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Company Stockholders. (b) Except for intentional fraud, the Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative. Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Company Stockholders shall be, severally based on such Company Stockholder's Pro Rata Portion of the Common Stock Merger Consideration and not jointly, obligated to indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative. At the time of distribution pursuant to Section 10.3(c) to the Company Stockholders of any proceeds remaining in the Escrow Fund, the Stockholder Representative shall be entitled to deduct and withhold from such income and gains included in such distribution to pay and reimburse fees and expenses of third parties incurred or expected to be incurred in connection with its role as Stockholder Representative pursuant to this Agreement to the extent that the Stockholder Representative Reserve would be insufficient to pay and reimburse fees and expenses of third parties. (c) The grant of authority provided for in this Section 11.1 (i) is coupled with an interest and is being granted, in part, as an inducement to Parent and Merger Sub to enter into this Agreement and the Escrow Agreement, and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of the Company or any Company Stockholder shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Fund. (d) In connection with the performance of its obligations hereunder and under the Escrow Agreement, the Stockholder Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company Stockholders (based on as contemplated by Section 11.1(b), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementmay deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder. (e) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholder Representative hereunder or thereunder, (i) the Stockholder Representative and its agents, counsel, accountants and other representatives shall not assume any, and shall incur no, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to the Company Stockholders, Parent or the Surviving Corporation by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, the Escrow Agreement or any such other agreement, instrument or document other than with respect to intentional fraud of the Stockholder Representative, and (ii) the Stockholder Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholder Representative pursuant to such advice shall in no event subject the Stockholder Representative to liability to the Company Stockholders, Parent or the Surviving Corporation. (f) All expenses incurred of the immunities and powers granted to the Stockholder Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and the Escrow Agreement. (g) A decision, act, consent or instruction of the Stockholder Representative, including an extension or waiver of this Agreement pursuant to Article IV or Section 11.6, as applicable, shall constitute a decision of the Company Stockholders and holders of Company Stock Options and shall be final, binding and conclusive upon the Company Stockholders; and the Escrow Agent, Parent and the Surviving Corporation may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Company Stockholders. The Escrow Agent, Parent and the Surviving Corporation are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (h) The Stockholder Representative has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by the Stockholder Representative in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "STOCKHOLDER REPRESENTATIVE DOCUMENTS"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stockholder Representative Documents, the performance of hisits respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Stockholder Representative. This Agreement has been, her or its duties as and each of the Stockholder Representative shall Documents will be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately at or prior to the Effective TimeClosing, duly and validly executed and delivered by the Stockholder Representative and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Stockholder Representative Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Stockholder Representative enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Stockholder Representative. (a) The Company (In the event that the Merger is approved, effective upon the Closing, and pursuant to the terms without further act of the Company Stockholder Consentany stockholder, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Ram Xxxxxx xxall be appointed as representative, agent, proxy agent and attorney-in-fact (the "Stockholder Representative") for each Stockholder, for and on behalf of the Company Stockholders for all purposes under this AgreementStockholders, the Merger to give and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service and communications, to authorize delivery to Parent of processEscrow Amounts from the Escrow Fund in satisfaction of claims by Parent, (ii) to object to such deliveries, to agree to, negotiate, determineenter into settlements and compromises of, compromiseand demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, settle and to take any other action permitted all actions necessary or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement appropriate in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the judgment of the Stockholder Representative deems necessary for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) calendar days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority in connection with exercising the powers granted hereunder and, interest in the absence Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment; and any act done or omitted pursuant to the reasonable advice of counsel shall be conclusive evidence of such good faith. The Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representative and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, acceptance or administration of the Merger and otherwise in connection with the Contemplated TransactionsStockholder Representative's duties hereunder, including amounts required to pay the reasonable fees and expenses of professionals incurred in connection with any legal counsel retained by the Contemplated TransactionsStockholders. (c) A decision, (vi) to execute closing statementsact, settlement statements and funds flow statements on behalf consent or instruction of the Company’s stockholders Stockholder Representative shall constitute a decision, act, consent or instruction of all Stockholders for whom a portion of the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Stockholders, and the Company. The Company Stockholders acknowledge that Escrow Agent and Parent and Merger Sub will be entitled to conclusively may rely uponupon any such decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, act, consent or instruction of the Company Stockholders each and will not be liable in every such Stockholder. The Escrow Agent and Parent are hereby relieved from any manner whatsoever liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (bd) The Company’s stockholders agree that such agency Immediately prior to the termination of the Escrow Period and proxy are coupled with an interestprior to the delivery of any shares of Escrow Amounts held in the Escrow Fund to the Stockholders, and to the extent that there are therefore irrevocable without Escrow Amounts remaining in the consent Escrow Fund at that time that are not subject to claims of the Stockholder Representative and will survive the deathParent, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling entitled to fulfill his, her or its responsibilities as agent receive from the Escrow Fund that portion of the Company’s stockholdersEscrow Amount with a value equal to the Stockholder Representative's expenses in reimbursement for services rendered to the Stockholders hereunder, or if there is not enough remaining in the Escrow Fund at such time that equal such expenses, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by entitled to such lesser remaining in the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeEscrow Fund.

Stockholder Representative. (a) The Company (and By the approval of this Agreement pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints DGCL and the Stockholder Representative to act Consent and Agreement, and without any further action of any other party, the Seller Indemnifying Parties irrevocably appoint and constitute Fortis Advisors LLC as representative, the exclusive agent, proxy and attorney-in-fact fact, with full power of substitution, to act on behalf of the Seller Indemnifying Parties for certain limited purposes, as specified herein (the Company Stockholders for all purposes under this Agreement“Stockholder Representative”), the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, including the full power and authority to act on each the Stockholders’ behalf as provided in Section 2.17(b). The Seller Indemnifying Parties, by approving this Agreement, further agree that such Company Stockholder’s behalf toexclusive agency, proxy and attorney-in-fact, and the powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative Representative, except as provided in Section 2.17(c), and will survive shall be binding upon the successors, heirs, executors, administers and legal representatives of each Seller Indemnifying Party and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholderSeller Indemnifying Party and (ii) shall survive the delivery of an assignment by any Seller Indemnifying Party of the whole or any fraction of his, her or its interest in the Indemnity Escrow Amount or Special Indemnity Escrow Amount. All decisions decisions, actions, consents and actions instructions by the Stockholder Representative will under this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement shall be binding upon all of the Company’s stockholdersSeller Indemnifying Parties and their successors as if expressly confirmed and ratified in writing by the Seller Indemnifying Parties, and no Company stockholder will Seller Indemnifying Party shall have the right to objectobject to, dissentdissent from, protest or otherwise contest any such decision, action, consent or instruction. Parent, the sameAcquiror and Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative as being the decision, action, consent or instruction of each Seller Indemnifying Party, and Parent, the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. The Stockholder Representative will shall be entitled to: (i) rely upon the Merger Consideration Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder or other party. (b) The Stockholder Representative shall have no duties or obligations hereunder except those specifically set forth herein such powers and such duties and obligations will be determined solely by authority as are necessary to carry out the express provisions of functions assigned to it under this Agreement. The Company’s stockholders will jointly , the Escrow Agreement and severally indemnify and hold harmless the Stockholder Representative against Engagement Agreement. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power, authority and discretion to (i) consummate the transactions contemplated under this Agreement and the Ancillary Agreements (including pursuant to Section 2.14 hereof); (ii) negotiate disputes arising under, or relating to, this Agreement and the Ancillary Agreements (including pursuant to Section 2.14 and Article VI hereof); (iii) authorize receipt and disbursement to the Seller Indemnifying Parties any funds due to the Seller Indemnifying Parties under this Agreement or the Ancillary Agreements (including pursuant to Section 2.14 and Article VI hereof); (iv) withhold any amounts receivable by the Seller Indemnifying Parties under this Agreement or otherwise to satisfy any and all Liabilities obligations or liabilities incurred by the Seller Indemnifying Parties or the Stockholder Representative in the performance of their duties hereunder (including pursuant to Section 2.14, Section 2.15 and Article VI hereof); (v) execute and deliver any amendment or waiver to this Agreement and the Ancillary Agreements in its capacity as the Stockholder Representative; and (vi) take all other actions to be taken by or on behalf of the Seller Indemnifying Parties in connection with this Agreement (including pursuant to Section 2.14 and Article VI hereof), the Escrow Agreement, the Stockholder Representative Engagement Agreement and the Ancillary Agreements. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Seller Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement, and in the Stockholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedules. (c) The Stockholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of the Seller Indemnifying Parties holding an aggregate Pro Rata Share of over 50% (the “Majority Holders”), with the prior consent of the Acquiror, not to be unreasonably withheld. In the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders, with the prior consent of the Acquiror, not to be unreasonably withheld. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Acquiror and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by the Acquiror and, after the Effective Time, the Surviving Corporation; provided, that until such notice is received, Parent, the Acquiror, Sub and the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Stockholder Representative as described in Section 2.17(a). The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (d) The Stockholder Representative shall be entitled to the Stockholder Representative Holdback Amount: (i) for reimbursement for all reasonable Stockholder Representative Expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Stockholder Representative in such capacity under this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement, and (ii) as otherwise determined by the Advisory Group; provided, that, other than the payment of the Stockholder Representative Holdback Amount paid on the Closing Date, neither Parent, the Acquiror nor the Company nor its Subsidiaries shall have any monetary obligation or liability to the Stockholder Representative. The Stockholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Stockholder Representative Holdback Amount other than as a result of its gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the performance of his, her Stockholder Representative Holdback Amount and has no tax reporting or its duties as the Stockholder Representative, including, without limitation, income distribution obligations. The Seller Indemnifying Parties will not receive any action, suit or proceeding to which interest on the Stockholder Representative is made a party Holdback Amount and assign to the Stockholder Representative any such interest. Subject to Advisory Group approval, the Stockholder Representative may contribute funds to the Stockholder Representative Holdback Amount from any consideration otherwise distributable to the Stockholders. As soon as reasonably determined by reason of the fact Stockholder Representative that the Stockholder Representative Holdback Amount is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability no longer required to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionbe withheld, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of distribute the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the remaining Stockholder Representative may be replaced from time Holdback Amount (if any) to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either caseExchange Agent, the successor Stockholder Representative shall promptly notify Parent in writing of Surviving Corporation and/or Parent, as applicable, for further distribution to the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementStockholders. (e) All Certain Stockholders have entered into an engagement agreement (the “Stockholder Representative Engagement Agreement”) with the Stockholder Representative to provide direction to the Stockholder Representative in connection with its services under this Agreement, the Escrow Agreement, the Exchange Agent Agreement and the Stockholder Representative Engagement Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). As between the Stockholders and the Stockholder Representative, neither the Stockholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Stockholder Representative Group”), shall be liable for any act done or omitted hereunder, under the Escrow Agreement or under the Stockholder Representative Engagement Agreement as Stockholder Representative, except to the extent such actions or omissions shall have been determined by a court of competent jurisdiction to constitute fraud, intentional misconduct or bad faith (it being understood any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of good faith). The Stockholder Representative Group shall be entitled to be indemnified, defended and held harmless by the Seller Indemnifying Parties, severally and not jointly, against any loss, liability, claim, damage, fee, cost, judgment, fine, amount paid in settlement or expense (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) (collectively, the “Stockholder Representative Expenses”) incurred without fraud, intentional misconduct or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Stockholder Representative Engagement Agreement; provided, however, that no Seller Indemnifying Party shall be liable to the Stockholder Representative, together with any other amounts that such Seller Indemnifying Party is liable for to any other Person under this Agreement or the Ancillary Agreements, for any amount in excess of the portion of the Merger Consideration to which such Stockholder is entitled. Such Stockholder Representative Expenses may be recovered first, from the Stockholder Representative Holdback Amount, second, from any distribution of the Indemnity Escrow Amount or Special Indemnity Escrow Amount otherwise distributable to the Seller Indemnifying Parties at the time of distribution, and third, directly from the Seller Indemnifying Parties. The Seller Indemnifying Parties acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Stockholder Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholder Representative shall not be required to take any action unless the Stockholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholder Representative against the costs, expenses and liabilities which may be incurred by the Stockholder Representative in connection with performing such actions. Parent, the performance Acquiror and Sub shall not be responsible for any decision, action, consent or instruction of histhe Stockholder Representative, her and for avoidance of doubt, Parent, the Acquiror and Sub shall have no obligation or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timeliability under this Section 2.17.

Stockholder Representative. Each Stockholder hereby irrevocably authorizes and appoints Stig Xxxxxxx (a) The Company (xxe "Stockholder Representative"), as such Stockholder's representative and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy true and lawful attorney-in-fact for and agent to act in such Stockholder's name, place and stead as contemplated by Sections 6.10 and Articles V and VIII, and to execute in the Company name and on behalf of such Stockholder the Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by the Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Escrow Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as . If the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder andor any successor shall resign, in the absence of bad faith on the part of the Stockholder Representativedie, will be entitled or become unable to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties act as the Stockholder Representative, includinga replacement shall promptly be appointed by a writing signed by Stockholders who initially received a majority of the Closing Date Shares; provided, without limitationhowever, any actionthat such newly appointed Stockholder Representative shall have been a member of the Board of Directors of the Company immediately prior to the Closing Date. Any such successor Stockholder Representative shall have the same powers and duties as if appointed as the original Stockholder Representative hereunder. The Stockholder Representative or the Stockholders shall promptly notify Amazxx.xxx xx the appointment of a successor Stockholder Representative. The Stockholders (other than the Stockholder Representative) shall, suit or proceeding to which jointly and severally, indemnify the Stockholder Representative is made a party by reason for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of the fact that the Stockholder Representative is or was acting in connection with his duties as the Stockholder Representative under this Agreement and the Escrow Agreement. Neither , including the Stockholder Representative nor costs and expenses of defending himself against any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionsuch loss, liability, claim or proceeding brought against expense in connection herewith, unless such loss, liability, claim or expense shall have been determined by a court of competent jurisdiction to be a result of the Stockholder Representative by any Company stockholder if the Stockholder Representative took Representative's gross negligence or omitted taking any action in good faithintentional misconduct. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company As of the date hereof and at all times subsequent to the Closing, the STOCKHOLDERS shall be deemed to have appointed Xxxx X. Xxxxx (hereinafter referred to as the "STOCKHOLDER Representative") as their representative for purposes of all amendments, consents and waivers under this Agreement and for purposes of taking actions on behalf of the STOCKHOLDERS pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Section 11 and as representative, agent, proxy and attorney-in-fact and agent for and on behalf of the Company Stockholders for STOCKHOLDERS with authority to take any and all purposes actions and make any and all decisions required or permitted to be taken or made by them with respect to such amendments, consents, waivers and actions under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, Section 11 (including, without limitation, the settling of claims pursuant to Section 11). The STOCKHOLDER Representative shall have and is hereby granted by the STOCKHOLDERS full power and authority on each as agent of STOCKHOLDERS to represent such Company Stockholder’s behalf to: (i) receive notices or service of processSTOCKHOLDERS, (ii) negotiateand their respective successors, determineheirs, compromiserepresentatives, settle and take assigns with respect to all matters arising under this Agreement and any other action permitted or called for matters concerning the transactions contemplated by any Company stockholder under this Agreement, (iii) execute both before and deliver any terminationafter the Closing, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as all action taken by the Stockholder STOCKHOLDER Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part shall be binding upon all of the Stockholder RepresentativeSTOCKHOLDERS, will be entitled to conclusively rely on the opinions and advice their respective successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativethem. (b) The Company’s stockholders agree that such agency and proxy are coupled STOCKHOLDER Representative, in his capacity as such, shall not incur any liability to any other STOCKHOLDER with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution respect to any action or liquidation of any Company’s stockholder. All decisions and actions inaction taken by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest him except those involving his own willful misconduct or otherwise contest the samegross negligence. The Stockholder STOCKHOLDER Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against may, in all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative questions arising under this Agreement. Neither , rely on the Stockholder Representative nor any agent employed advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder STOCKHOLDER Representative will incur any Liability based on such advice, the STOCKHOLDER Representative, in his capacity as such, shall not be liable to any Company stockholder relating to other STOCKHOLDER. Nothing set forth in this Section 18.16(b) shall in any way relieve the performance STOCKHOLDERS, in their capacities as STOCKHOLDERS, of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faiththeir obligations under this Agreement. (c) The provisions of this Section 10.1 will be binding on In the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent event of the Company’s stockholders, then a majority in interest death or permanent disability of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint STOCKHOLDER Representative, or his resignation as STOCKHOLDER Representative, a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder STOCKHOLDER Representative shall be borne and paid exclusively appointed by the Company Stockholders, pursuant STOCKHOLDERS. Prompt notice of such appointment shall be delivered in writing by the STOCKHOLDERS to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeHOLDING.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby, by executing and delivering a Letter of Transmittal, or by accepting the Company Stockholder ConsentMerger Consideration, each of the Company’s stockholders) Company Equityholder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for to act on behalf of such Person with respect to this Agreement and the Company Stockholders for Escrow Agreement and to take any and all purposes under actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement or the Escrow Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent of cash from the Purchase Price Adjustment Escrow Fund (or, if necessary, the Cash Indemnification Escrow Fund) in satisfaction of any amounts owed to Parent pursuant to Section 2.16 or from the Escrow Funds in satisfaction of claims for indemnification made by Parent pursuant to Article VI and Article VIII; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.16; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VI and Article VIII; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and take any other action permitted or called for by any Company stockholder under this Agreement, Article VIII; (iiivi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Escrow Agreement; (vii) make all elections or decisions contemplated by this Agreement and the Escrow Agreement; (viii) engage, employ or appoint any terminationagents or representatives (including attorneys, amendment accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (ix) take all actions necessary or waiver appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article VIII) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence shall be entitled to rely conclusively (without further evidence of bad faith any kind whatsoever) on the part any document executed or purported to be executed on behalf of the any Company Equityholder by Stockholder Representative, will and on any other action taken or purported to be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements taken on behalf of the Company’s stockholders and the Companyany Company Equityholder by Stockholder Representative, as being fully binding upon such Person. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the from Stockholder Representative as provided in this Section 10.1 as the acts shall constitute notice to or from each of the Company Stockholders and will not be liable in Equityholders. Any decision or action by Stockholder Representative hereunder, including any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Company Equityholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no No Company stockholder will Equityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance any act of hisany one or more Company Equityholders, her or its duties as the Stockholder Representativeby operation of Law, including, without limitation, any action, suit whether by death or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. other event. (b) The Stockholder Representative will have no Liability in respect of may resign at any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trusteestime, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders Equityholder according to each Company Equityholder’s Allocation Percentage (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case; provided, the successor however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall promptly notify Parent in writing assume such duties immediately upon the resignation or removal of the identity of such successor Stockholder Representative. Any such successor shall become In the “event of the death, incapacity, resignation or removal of Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Entity shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 10.01(a) above. (c) The Stockholder Representative shall not be liable to the Company Stockholders, Equityholders for actions taken pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior this Agreement or the Escrow Agreement, except to the Effective Timeextent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Company Equityholder shall severally and not jointly (in accordance with their Allocation Percentages), indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement and the Escrow Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Stockholder Representative, Stockholder Representative shall reimburse the Company Equityholders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied: (i) from the Stockholder Representative Expense Fund; and (ii) to the extent the amount of the Representative Losses exceeds amounts available to Stockholder Representative under (i), from the Company Equityholders, severally and not jointly (in accordance with their Allocation Percentages). As soon as practicable after the date on which the final obligation of Stockholder Representative under this Agreement and the Escrow Agreement have been discharged or such other date as Stockholder Representative deems appropriate, the Escrow Agent shall pay any amounts remaining in the Stockholder Representative Expense Fund to the Company Equityholders in accordance with their Allocation Percentages, as set forth in the Escrow Agreement.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder ConsentWxxxxx Xxxx, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, an individual residing in the absence State of bad faith on the part of the California, shall be constituted and appointed as agent ("Stockholder Representative, will be entitled to conclusively rely on the opinions ") for and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders Holders to give and receive notices and communications, to authorize delivery to the Company. The Company Stockholders acknowledge that Parent Acquiror of cash from the Escrow Cash in satisfaction of claims by the Acquiror, to object to such deliveries to make claims on behalf of the Holders pursuant to Section 8.5 hereof, to agree to, negotiate, enter into settlements and Merger Sub will be entitled compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to conclusively rely uponsuch claims, without independent investigation, any act, notice, instruction and to take all actions necessary or communication appropriate in the judgment of the Stockholder Representative as provided in this Section 10.1 as for the acts accomplishment of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such foregoing. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time changed by the holders of a majority in interest of the Company Stockholders (based on Escrow Fund from time to time upon not less than 10 days' prior written notice to the ownership Acquiror. No bond shall be required of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, and the successor Stockholder Representative shall promptly notify Parent in writing receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementHolders. (eb) All expenses incurred by The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Holders shall severally indemnify and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the performance acceptance or administration of hishis duties hereunder. (c) A decision, her act, consent or its duties as instruction of the Stockholder Representative shall constitute a decision of all of the Holders for whom cash otherwise payable to them is deposited in the Escrow Cash and shall be borne final, binding and paid exclusively conclusive upon each such Holder, and the Escrow Agent and the Acquiror may rely upon any decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each and every such Holder. The Escrow Agent and the Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to By accepting the terms of the Company Stockholder ConsentMerger Consideration, each of the Company’s stockholders) holders of SHC Junior Preferred Stock and SHC Senior Preferred Stock hereby irrevocably makes, constitutes, and appoints the Stockholder Representative to act as the representative, agent, proxy agent and attorney-in-true and lawful attorney in fact of and for each of the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute . Each of the Stockholders hereby authorizes and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as empowers the Stockholder Representative deems necessary in connection to make or give any approval, waiver, request, consent, instruction or other communication on behalf of each of the Stockholders with exercising respect to the powers granted hereunder andWorking Capital Adjustment. Upon the death, in the absence of bad faith on the part resignation or incapacity of the Stockholder Representative, will or at any other time, a successor may be entitled appointed by the vote of the holders of a majority of the SHC Senior Preferred Stock outstanding immediately prior to conclusively rely on the opinions and advice Effective Time, so long as such successor shall agree in writing to accept such appointment in accordance with the terms hereof. Notice of such Persons, (v) receive funds and make or release payments the selection of funds to pay any amounts that the a successor Stockholder Representative has incurred or reasonably expects to incur appointed in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided manner permitted in this Section 10.1 as the acts of the Company Stockholders 11.11 shall be provided to Gray and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeCorp. promptly. (b) The Company’s stockholders agree that such agency By accepting the Mexxxx Consideration, each Stockholder hereby agrees to indemnify and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify save and hold harmless the Stockholder Representative against all Liabilities from any liability incurred by the Stockholder Representative in connection with the performance based upon or arising out of hisany act, her whether of omission or its duties as the Stockholder Representativecommission, including, without limitation, any action, suit or proceeding to which of the Stockholder Representative is made a party by reason pursuant to the authority herein granted, other than acts, whether of the fact that omission or commission, of the Stockholder Representative is that constitute gross negligence or was acting as willful misconduct in the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed exercise by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementauthority herein granted. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. The stockholders of the Company and the parties hereto have agreed that it is desirable to designate a representative to act on behalf of the stockholders of the Company for certain limited purposes, as specified herein. By approving the Merger at a special meeting of stockholders or by written consent of the stockholders and/or by returning the Letter of Transmittal, each stockholder of the Company shall be deemed to have irrevocably authorized and appointed Xxxx Xxxxxxx (or such other person as may be designated from time to time by Battery Ventures VI, L.P.) as the Stockholder Representative (the “Stockholder Representative”), and his, her or its representative to act in his, her or its name, place and stead in such Stockholder Representative’s sole discretion, to: (a) The Company (negotiate, determine, defend and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes settle any disputes that may arise under this Agreement, the Merger and otherwise or in connection with the Contemplated Transactionsthis Agreement, including, without limitation, the full power with respect to any Indemnification Claim pursuant to Article VII hereof; and (b) make, execute, acknowledge and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of processdeliver any releases, (ii) negotiateassurances, determinereceipts, compromiserequests, settle instructions, notices, agreements, certificates and any other instruments, and generally do any and all things and take any other action permitted and all actions that may be requisite, proper or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to advisable in connection with this Agreement or any other Operative Document, including, without limitation, pursuant to Article VII hereof. The Stockholder Representative will have no liability to Parent, Merger Sub, the Company or the Surviving Corporation or the stockholders of the Company with respect to actions taken or omitted to be taken in connection therewithits capacity as Stockholder Representative, (iv) except with respect to the Stockholder Representative’s gross negligence or willful misconduct. The Stockholder Representative shall be entitled to engage such counsel, experts and other agents and consultants as the Stockholder Representative deems it shall deem necessary in connection with exercising the its powers granted and performing its function hereunder and, and (in the absence of bad faith on the part of the Stockholder Representative, will ) shall be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts stockholders of the Company Stockholders listed on the Closing Spreadsheet shall pay and will not be liable in any manner whatsoever responsible for any all expenses, disbursements and advances (including fees and disbursements of Parent or Merger Sub’s actionsits counsel, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (bexperts and other agents and consultants) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance such capacity, and for indemnification against any losses arising out of his, her actions taken or omitted to be taken in its duties capacity as Stockholder Representative (except for those arising out of the Stockholder Representative’s gross negligence or willful misconduct), including, without limitation, any action, suit or proceeding to which including the Stockholder Representative is made a party by reason costs and expenses of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance investigation and defense of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithclaims. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Xxx Xxxxxxxx is hereby appointed as representative, agent, proxy agent and attorney-in-fact (the “Stockholder Representative”) for the Company Stockholders for all purposes under this Agreementeach Stockholder, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) to give and receive notices or service of processand communications to Parent and Acquisition Corp. for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, determine, compromise, settle enter into settlements and take compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third Party Claims) under Section 11.1 or other action permitted disputes arising under or called for by any Company stockholder under related to this Agreement, (iii) execute to enter into and deliver any termination, amendment or waiver to this the Escrow Agreement in connection therewithon behalf of each of the Stockholders, (iv) engage such counselto authorize or object to delivery to Parent, experts Acquisition Corp. and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Acquisition Corp. and the Surviving Corporation in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the Notes, the Warrants, the Guaranty, the Intercreditor Agreement and any other agents document or instrument executed in connection with the Agreement and consultants as the Merger and (vi) to take all actions necessary or appropriate in the judgment of the Stockholder Representative deems necessary in connection with exercising for the powers granted hereunder accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Parent, the Acquisition Corp. and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholder Representative may not be removed unless holders of at least 51% of all of the Company Preferred Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the absence position of Stockholder Representative may be filled by approval of the holders of at least 51% of all of the Company Preferred Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholder Representative shall not be effective until written notice is delivered to Parent. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Stockholders. The Stockholder Representative shall not be liable for any act done or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholder Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. In order to aid the Stockholder Representative in the performance of his duties hereunder, the Stockholders shall contribute at Closing the amount of One Hundred Thousand ($100,000) Dollars (the “Expense Fund”) from the Closing Payment, on a pro rata basis, to a fund to be established by the Stockholder Representative to cover the costs and expenses that may be incurred by the Stockholder Representative. Upon the cessation of his duties hereunder, any amount in the Expense Fund shall be returned to the Stockholders on a pro rata basis. The Stockholders shall severally indemnify the Stockholder Representative and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representative and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses acceptance or administration of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Companyhis duties hereunder. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided Notwithstanding anything in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating 14.13 to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actioncontrary, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall diehave no obligation or authority with respect to any indemnification claims against a Stockholder made by Parent, become disabled Acquisition Corp. or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementSurviving Corporation under Section 11.2. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Each Company Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints Fertile Valley, LLC as the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for to act on behalf of such Company Stockholder with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by any Company Stockholder individually or by the Stockholder Representative pursuant to this Agreement, including the exercise of the power to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to take all actions on behalf of the Company Stockholders for all purposes under pursuant to this Agreement, and to take all actions necessary or appropriate in the Merger judgment of the Stockholder Representative for the accomplishment of the foregoing. More specifically, the Stockholder Representative shall have the authority to make all decisions and otherwise determinations and to take all actions (including agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Company Stockholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Company Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Company Stockholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Stockholder Representative. Without limiting the generality of the foregoing, the Stockholder Representative shall be authorized, in connection with the Contemplated TransactionsClosing, includingto execute all certificates, without limitation, documents and agreements on behalf of and in the full power name of the Company Stockholders necessary to effectuate the Closing and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the related transactions. The Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will shall be entitled authorized to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements take all actions on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent in connection with any claims made under Article VI of this Agreement, to defend or settle such claims, to use the Stockholder Representative Shares to pay for Stockholder Representative Expenses (as further described in Section 8.01(f)), and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication agree to the reduction of the number of Multiple Voting Shares constituting the Holdback Shares in respect of such claims on behalf of the Company Stockholders. (b) The appointment of the Stockholder Representative as provided in this Section 10.1 shall be deemed coupled with an interest and shall be irrevocable, and Parent and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Stockholder Representative as the acts of the Company Stockholders in all matters referred to in this Agreement. Each of the Company Stockholders hereby ratifies and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by confirms all that the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without Representative shall do or cause to be done by virtue of the consent appointment of the Stockholder Representative as the Stockholder Representative of such Company Stockholder. The Stockholder Representative shall act for the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company Stockholders, but the Stockholder Representative shall not be responsible to any such Company Stockholder for any loss or damage any such Company Stockholder may suffer by reason of the performance by the Stockholder Representative of their duties under this Agreement, other than loss or damage arising from willful misconduct in the performance of such duties. In no event shall the Stockholder Representative be liable to the Company Stockholders hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. The Stockholder Representative shall be fully protected against the Company Stockholders in relying upon any written notice, demand, certificate or document that they in good faith believe to be genuine, including facsimiles or copies thereof. (c) No Company Stockholder shall have the right to object to, dissent from, protest or otherwise contest any such decision or action of the Stockholder Representative. The provisions of this Section 8.01, including the power of attorney granted by this Section 8.01, are independent and will survive severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Company Stockholder, or by operation of Law, whether by death or other event. (d) The Stockholder Representative may resign at any time, and may be removed for any reason or no reason by the vote of the holders of a majority of the Company Capital Stock immediately prior to Closing; provided, however, in no event shall the Stockholder Representative resign or be removed without the Company Stockholders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of the Stockholder Representative. In the event of the death, incapacity, bankruptcyresignation or removal of the Stockholder Representative, dissolution a new Stockholder Representative shall be appointed by the vote of the holders of a majority of the Company Capital Stock immediately prior to Closing. Notice of such vote or liquidation a copy of any Company’s stockholder. All the written consent appointing such new Stockholder Representative shall be sent to Parent promptly following such vote or consent, such appointment to be effective upon the date indicated in such consent; provided, that until such notice is received, Parent shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in this Section 8.01. (e) The Stockholder Representative shall not be liable to the Company Stockholders for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by the Stockholder Representative will shall be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sameconclusive evidence of good faith). The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally Company Stockholders shall indemnify and hold harmless the Stockholder Representative against from and against, compensate him for, reimburse him for and pay any and all Liabilities incurred by the Stockholder Representative Losses, arising out of and in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting his activities as the Stockholder Representative under this Agreement. Neither , including without limitation any travel expenses such as transportation, lodging and meals, and attorney fees incurred in connection with his actions as the Stockholder Representative, in each case as such Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Loss or any portion thereof was primarily caused by the fraud, intentional misconduct or bad faith of the Stockholder Representative, the Stockholder Representative nor any agent employed shall reimburse the Company Stockholders the amount of such indemnified Loss attributable to such fraud, intentional misconduct or bad faith. (f) In order to satisfy Stockholder Representative Expenses, each Company Stockholder and Parent acknowledges and agrees that the Stockholder Representative shall have the right, in its sole, absolute, and exclusive discretion, to demand that Parent issue the number of Multiple Voting Shares that have a cash value equal to the Stockholder Representative Expenses divided by the Stockholder Representative will incur any Liability to any Company stockholder relating Share Value. Parent shall issue such shares to the performance Stockholder Representative within three (3) Business Days of a demand by the Stockholder Representative. Parent shall issue to the Company Stockholders the Multiple Voting Shares constituting the Stockholder Representative Shares (to the extent so remaining after any reduction under this Section 8.01(f)) in accordance with the Payment Spreadsheet on the later of (A) the Indemnity Share Issuance Date, or (B) the date requested by the Stockholder Representative, in the Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faithsole, absolute, and exclusive discretion. The Stockholder Representative will have no Liability parties specifically acknowledge that the provisions of Section 8.04 shall apply in respect of any action, claim or proceeding brought against the event the Stockholder Representative by any Company stockholder if is required to initiate legal action to enforce the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on 8.01(f). Notwithstanding the executorsforegoing, heirs, legal representatives, personal representatives, successor trustees, if there is any Pending Claim and successors the Indemnity Shares remaining are insufficient to equal the aggregate amount of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If Pending Claim divided by the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholdersShare Value, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as any remaining Stockholder Representative Shares which are unclaimed by the Stockholder Representative may be replaced from time treated as if they were Indemnity Shares and the Parent shall comply with the requirements of Section 6.06(c) with respect to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor such Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementShares. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, including counterparts thereof, each of Stockholder hereby irrevocably constitutes and appoints LD Stockholder Representative, LLC (the Company’s stockholders) irrevocably appoints “Stockholder Representative”), and the Stockholder Representative to act xxxxxx accepts such appointment, as representative, the true and lawful agent, proxy and attorney-in-fact for of such Stockholder with full powers of substitution to act in the Company Stockholders for name, place and stead of such Stockholder with respect to the performance on behalf of such Stockholder under the terms and provisions hereof and to do or refrain from doing all purposes under this Agreementsuch further acts and things, and to execute all such documents, as the Merger and otherwise Stockholder Representative shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: : (i) receive notices act for such Stockholder, if applicable, with respect to all indemnification matters referred to herein, including the right to compromise or service settle any such claim on behalf of process, such Stockholder; (ii) negotiateexecute the Escrow Agreement on behalf of each Stockholder and act for such Stockholder with respect to the Escrow Amount (including giving any instructions to the Escrow Agent, determineon behalf of the Stockholders, compromise, settle and take to pay from the Escrow Fund any other action permitted amounts owed by or called for by any Company stockholder under this Agreement, to the Stockholders); (iii) execute and deliver in its sole discretion, on behalf of the Stockholders, amend or waive any termination, amendment or waiver to this Agreement provision hereof in connection therewith, any manner; (iv) engage such counselemploy, experts obtain and rely upon the advice of legal counsel (including Ropes & Gray LLP), accountants and other agents professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Stockholder Representative; (v) act for such Stockholder with respect to all Aggregate Closing Consideration matters and consultants as any other amounts payable to the Stockholders hereunder or in connection with any Ancillary Documents, including any adjustments thereto; (vi) incur any expenses, liquidate and withhold assets received on behalf of such Stockholder prior to their distribution to such Stockholder to the extent of any amount that the Stockholder Representative deems necessary for payment of or as a reserve against expenses or other Liabilities, and pay such expenses or deposit the same in connection with exercising an interest-bearing bank account established for such purpose; (vii) receive all notices, service of process, communications and deliveries hereunder on behalf of such Stockholder; and (viii) do or refrain from doing any further act or deed on behalf of such Stockholder that the powers granted hereunder andStockholder Representative deems necessary or appropriate, in the absence sole discretion of the Stockholder Representative, relating to the subject matter hereof as fully and completely as such Stockholder could do if personally present and acting and as though any reference to such Stockholder herein was a reference to the Stockholder Representative. (b) The appointment of the Stockholder Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholder Representative as the act of each Stockholder in all matters referred to herein. (c) In the event the Stockholder Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Stockholder Representative shall be the Person that the Company’s majority Stockholder appoints. (d) The Stockholder Representative is serving in that capacity solely for purposes of administrative convenience, and is not and shall not be personally liable in such capacity for any of the obligations of the Stockholders hereunder, and Xxxxxxxxx agrees that it will not assert claims against, or look to the personal assets of, the Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders or the Company hereunder. The Stockholder Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). The Stockholders agree, severally but not jointly (in accordance with their Pro Rata Percentage), to indemnify the Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations Stockholder Representative’s carrying out its duties under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs and expenses of professionals incurred in connection successfully defending itself against any claim of liability with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the samerespect thereto. The Stockholder Representative may consult with counsel of its own choice and will have no duties or obligations hereunder except those specifically set forth herein full and such duties complete authorization and obligations will be determined solely protection for any action taken and suffered by the express provisions of this Agreement. The Company’s stockholders will jointly it in good faith and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection accordance with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity opinion of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementcounsel. (e) All expenses incurred The Stockholder Representative represents and warrants that it is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now being conducted. The Stockholder Representative has all necessary limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Stockholder Representative, the performance by the Stockholder Representative of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary action on the part of the Stockholder Representative. This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by the Stockholder Representative, and constitutes, or will upon execution and delivery constitute, the valid and binding agreement of the Stockholder Representative, enforceable against the Stockholder Representative in connection accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). The execution and delivery of this Agreement does not, and the execution and delivery of the Escrow Agreement will not, and the performance of hisits obligations hereunder and thereunder will not, her (i) conflict with or its duties as violate the certificate of formation or LLC Agreement of the Stockholder Representative, or (ii) conflict with or violate any Law applicable to the Stockholder Representative shall be borne and paid exclusively (with or without notice or lapse of time or both), or by which any of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative’s properties or assets is bound.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses may not be removed unless holders of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf a two-thirds interest of the Company’s stockholders Escrow Fund agree to such removal and to the Companyidentity of the substituted agent. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponNotwithstanding the foregoing, without independent investigation, any act, notice, instruction or communication in the event of a resignation of the Stockholder Representative as provided or other vacancy in this Section 10.1 as the acts position of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative vacancy may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4)Stockholder Representative. In either caseAfter the Closing, notices or communications to or from the successor Stockholder Representative shall promptly notify Parent in writing constitute notice to or from the Indemnifying Parties; provided, for the avoidance of doubt, it is hereby clarified that the identity of such successor Stockholder Representative. Any such successor Representative shall become the “Stockholder Representative” for purposes of this Agreementhave no authority to receive notification or agree to settlement or liability with respect to claims made pursuant to Section 7.2(a)(vi) directly against an Indemnifying Party. (eb) All The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and without gross negligence or willful misconduct. The Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any and all Losses arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses incurred of any legal counsel retained by the Stockholder Representative and any amounts required to be paid by the Stockholder Representative to the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses”), in each case, as such Stockholder Representative Expense is incurred or suffered. The Representative Expense Amount shall be available to pay directly, or reimburse the Stockholder Representative for, any Stockholder Representative Expenses. Following the Expiration Date, the Stockholder Representative shall have the right to recover Stockholder Representative Expenses not previously recovered from the Representative Escrow Fund from the Escrow Fund prior to any distribution to the Indemnifying Parties (provided that such funds would otherwise be released to the Indemnifying Parties and are no longer subject to any pending indemnification claims), and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholder Representative Expenses actually incurred and not previously recovered. For the avoidance of doubt, while this section allows the Stockholder Representative to be paid from the Representative Escrow Fund and the Escrow Fund, this Section 7.5(b) shall not limit the obligation of any Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities in this Section 7.5(b) will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement (notwithstanding Section 6.2). Following the Expiration Date, the resolution of all indemnification claims made under this Agreement and the satisfaction of all such indemnification claims, the Stockholder Representative shall distribute such portion of the Representative Expense Amount that has not been used to reimburse the Stockholder Representative for Stockholder Representative Expenses, if any, to the Escrow Agent, who will promptly distribute such funds to the Indemnifying Parties in accordance with their respective Pro Rata Portions. A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.2 or Section 8.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) Notwithstanding that the Company and its Subsidiaries have been represented by Xxxxxx LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees that after the Closing the Firm may represent the Stockholder Representative, the Indemnifying Parties and/or their Affiliates in all matters related to the Transaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements. Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. (d) Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that the Firm has represented the Company and its Subsidiaries in connection with the performance transactions contemplated by the Transaction Agreements. Such parties agree that any attorney-client privilege, attorney work-product protection and expectation of hisclient confidence belonging to the Company and related to the transactions contemplated by the Transaction Agreements, her and all information and documents covered by such privilege or its duties as protection shall, after the Closing, belong to, be deemed the right of, and be controlled solely by the Indemnifying Parties and may only be waived by the Stockholder Representative on behalf of the Indemnifying Parties. To the extent that Parent or the Company receives or takes physical possession of any privileged or protected material covered by this Section 7.5(d) after the Closing, such physical possession or receipt shall not, in any way, be borne and paid exclusively deemed a waiver by the Company Stockholders, pursuant to their respective ownership Indemnifying Parties of Company Stock (on an as-converted basis) immediately prior to the Effective Timeprivileges or protections described in this Section 7.5.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Merger by the Stockholders, and by receiving the benefits thereof, including any consideration payable hereunder, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as its representative, agent, proxy agent and attorney-in-fact as of the Closing, as the Stockholder Representative for and on behalf of the Company Stockholders Indemnifying Parties for all purposes in connection with this Agreement and any related agreements, including to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Holdback Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action mandated or permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to the terms of this Agreement in connection therewithor the agreements ancillary hereto. After the Closing, (iv) engage such counsel, experts and other agents and consultants as notices or communications to or from the Stockholder Representative deems necessary in connection with exercising shall constitute notice to or from the powers granted hereunder andIndemnifying Parties. A decision, in the absence of bad faith on the part act, consent or instruction of the Stockholder Representative, will be entitled including an amendment, extension or waiver of this Agreement pursuant to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf terms hereof shall constitute a decision of the Company’s stockholders Indemnifying Parties and shall be final, conclusive and binding upon the Company. The Company Stockholders acknowledge that Indemnifying Parties; and Parent and Merger Sub will be entitled to conclusively their respective Affiliates (including the Surviving Corporation) may rely uponupon any such decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, act, consent or instruction of the Company Stockholders Indemnifying Parties. Parent and will not be liable in their respective Affiliates (including the Surviving Corporation) are hereby relieved from any manner whatsoever liability to any Person (including the Stockholders) for any acts done by them in accordance with such decision, act, consent or instruction of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Indemnifying Parties shall indemnify the Stockholder Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Indemnifying Parties the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholder Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Indemnifying Parties under this Agreement at such time as such amounts would otherwise be distributable to the Indemnifying Parties; provided, that while the Stockholder Representative may be paid from the aforementioned sources of funds, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no duties event will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations hereunder except those specifically of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnifying Parties set forth herein and such duties and obligations elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative hereunder. The foregoing indemnities will be determined solely by survive the express provisions Closing, the resignation or removal of the Stockholder Representative or the termination of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, may resign at any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreementtime. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall dieresign or be removed by the Indemnifying Parties, become disabled or otherwise be unable or unwilling the Indemnifying Parties shall (by consent of those Persons entitled to fulfill his, her or its responsibilities as agent at least a majority of the Company’s stockholdersMerger Consideration]), then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall within 10 days after such resignation or removal, appoint a successor agent for to the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become succeed the former Stockholder Representative as the Stockholder Representative hereunder. Upon the Closing, the Company will wire US$250,000 (the “Expense Fund”) to the Stockholder Representative” , which will be used for purposes of this Agreement. (e) All any expenses incurred by the Stockholder Representative in connection with Representative. The Indemnifying Parties will not receive any interest or earnings on the performance of his, her or its duties as Expense Fund and irrevocably transfer and assign to the Stockholder Representative shall any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Indemnifying Parties. For tax purposes, the Expense Fund will be borne treated as having been received and paid exclusively voluntarily set aside by the Company Stockholders, pursuant to their respective ownership Indemnifying Parties at the time of Company Stock (on an as-converted basis) immediately prior to the Effective TimeClosing.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms of the Company Stockholder Consenttransactions contemplated hereby or an Option Termination Agreement, each of the Company’s stockholders) Seller shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as such Person’s representative, agent, proxy agent and attorney-in-fact for the Company Stockholders to act on behalf of such Person for all purposes under this Agreement, the Merger and otherwise in connection with this Agreement and the Contemplated TransactionsAncillary Documents and to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement or the Escrow Agreement, including, without limitation, including the full exercise of the power and authority on each such Company Stockholder’s behalf to: (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent of cash from the Indemnification Escrow Fund in satisfaction of any amounts owed to Parent pursuant to Section 2.05 or claims for indemnification made by Parent pursuant to ARTICLE VII and ARTICLE IX; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.05; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to ARTICLE VII and ARTICLE IX; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to ARTICLE VII and take any other action permitted or called for by any Company stockholder under this Agreement, ARTICLE IX; (iiivi) execute and deliver any termination, amendment all documents necessary or waiver desirable to carry out the intent of this Agreement in connection therewithand any Ancillary Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or representatives (ivincluding attorneys, accountants and consultants) engage such counsel, experts and other agents and consultants as the to assist Stockholder Representative deems in complying with its duties and obligations; and (ix) take all actions necessary in connection with exercising the powers granted hereunder and, or appropriate in the absence good faith judgment of bad faith on Stockholder Representative for the part accomplishment of the Stockholder Representative, will foregoing. Parent shall be entitled to rely conclusively rely (without further evidence of any kind whatsoever) on the opinions instructions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication decisions of the Stockholder Representative as provided in this Section 10.1 as to the acts determination of the Company Stockholders Estimated Closing Statement (and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actionsthe Estimated Net Purchase Price and the Closing Transaction Consideration based thereupon), as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by Closing Statement (and the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interestFinal Net Purchase Price based thereupon), and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation settlement of any Company’s stockholder. All decisions claims for Losses for which the Sellers may be required to indemnify Parent Indemnitees pursuant to Article IX hereof and any other actions required to be taken by the Stockholder Representative will hereunder. After the Closing, notices or communications to or from Stockholder Representative shall constitute notice to or from each Seller. Any decision or action by Stockholder Representative hereunder, including any agreement between Stockholder Representative and Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon the Company’s stockholders, and no Company stockholder will each such Person. No Equityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder , except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions extent involving gross negligence, bad faith or omissions constituting fraud or bad faithwillful misconduct on its part. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be binding on the executorsterminated by any act of any one or more Equityholder, heirs, legal representatives, personal representatives, successor trustees, and successors or by operation of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseLaw. (db) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders (based on Sellers; provided, however, in no event shall Stockholder Representative be removed by the ownership Sellers without the Sellers having first appointed a new Stockholder Representative who shall assume such duties immediately upon the removal of Stockholder Representative. In the event of the Company Stock set forth on Schedule 1.4). In either casedeath, the successor incapacity, resignation or removal of Stockholder Representative, a new Stockholder Representative shall promptly notify Parent in writing be appointed by the vote or written consent of the identity Sellers. Notice of such successor vote or a copy of the written consent appointing such new Stockholder Representative. Any Representative shall be sent to Parent, such successor appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Acquisition Sub and the Company shall become be entitled to rely on the “decisions and actions of the prior Stockholder Representative” for purposes of this AgreementRepresentative as described in Section 11.01(a) above. (ec) All The Stockholder Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence, Fraud, willful misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Stockholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall, indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement and the Ancillary Agreements (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, Fraud, willful misconduct or bad faith of Stockholder Representative, Stockholder Representative shall reimburse the Stockholders the amount of such indemnified Representative Loss attributable to such gross negligence, Fraud, willful misconduct or bad faith. The Representative Losses shall be satisfied: (i) from the Stockholder Representative Expense Fund; and (ii) to the extent the amount of the Representative Losses exceeds amounts available to Stockholder Representative under (i), from the Indemnification Escrow Funds and any other funds that become payable to the Stockholders hereunder at such time as remaining amounts would otherwise be distributable to the Stockholders. The Stockholder Representative Expense Fund will be used for any expenses incurred by the Stockholder Representative. The Stockholders will not receive any interest or earnings on the Stockholder Representative Expense Fund and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in connection with any such interest or earnings. The Stockholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the performance event of hisbankruptcy. For tax purposes, her the Stockholder Representative Expense Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. As soon as practicable after the date on which the final obligation of Stockholder Representative under this Agreement and the Escrow Agreement have been discharged or its duties such other date as Stockholder Representative shall be borne and paid exclusively by deems appropriate, the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior Stockholder Representative will deliver to the Effective TimePaying Agent any amounts remaining in the Stockholder Representative Expense Fund (“Remaining Stockholder Representative Funds”) for distribution to each Stockholder in accordance with its Stockholder Pro Rata Share.

Stockholder Representative. (a) The Company (and pursuant to Each Securityholder hereby ratifies the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication appointment of the Stockholder Representative as provided contemplated by Section 2.11 of the Merger Agreement with all powers described therein. The Stockholder Representative shall also be deemed to have such incidental powers as may be necessary or desirable in order to effect the provisions of this Section 10.1 as the acts of the Company Stockholders 5.3. The appointment and will not agency created hereby is irrevocable, and shall be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are deemed to be coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions decisions, actions, consents and actions instructions by the Stockholder Representative will in accordance with its powers and authority under the Merger Agreement and this Agreement shall be binding upon the Company’s stockholderssuch Securityholder, and no Company stockholder will such Securityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Acquiror shall be entitled to rely on any such decision, action, consent or instruction of the Stockholder Representative will have no duties as being the decision, action, consent or obligations hereunder except those specifically set forth herein instruction of such Securityholder, and Acquiror is hereby relieved from any liability to any Person for acts done in accordance with any such duties decision, act, consent or instruction. Acquiror hereby waives, and obligations will be determined solely by the express provisions its approval of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless , such Securityholder shall be deemed to have waived, any claims it may have or assert, including those that may arise in the future, against the Stockholder Representative against all Liabilities incurred for, and agree that the Stockholder Representative shall have no liability for, any action or inaction taken or not taken by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting such Person’s capacity as the Stockholder Representative under this Agreementexcept to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct. Neither Such Persons further agree that in no event shall the Stockholder Representative nor be liable for any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions negligent act or omissions constituting fraud or bad faithomission. The Stockholder Representative will have no Liability may consult with legal counsel and may rely on, and shall be fully protected in respect reliance on, any such advice of counsel. (b) The Stockholder Representative shall not be deemed to be a trustee or other fiduciary on behalf of any actionSecurityholder or any other Person, claim or proceeding brought against nor shall the Stockholder Representative by have any Company stockholder if liability in the nature of a trustee or other fiduciary. The Stockholder Representative took does not make any representation or omitted taking warranty as to, nor shall it be responsible for or have any action duty to ascertain, inquire into or verify: (i) any statement, warranty or representation made in good faithor in connection with this Agreement, the Merger Agreement or any other document contemplated to be entered into hereby or thereby; (ii) the performance or observance of any of the covenants or agreements of Acquiror, the Company or any of the Securityholders under any of this Agreement, the Merger Agreement or any other document contemplated to be entered into hereby or thereby; (iii) the business, properties, operations, condition (financial or otherwise) or prospects of Acquiror or the Company; or (iv) the genuineness, legality, validity, binding effect, enforceability, value, sufficiency, effectiveness or genuineness of this Agreement, the Merger Agreement or any other document contemplated to be entered into hereby or thereby. The Stockholder Representative shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and to be signed or sent by the proper party or parties. (c) The provisions of this Each Securityholder, subject to Section 10.1 will be binding on 4.6(a) hereof and up to the executors, heirs, legal representatives, personal representatives, successor trustees, and successors Allocated Portion of each Company Stockholdersuch Securityholder, shall severally and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereundernot jointly, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If indemnify the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as and the Stockholder Representative Representative’s Affiliates and their respective directors, officers, agents, attorneys, employees and shareholders against any Losses (including reasonable attorneys fees and expenses) that such indemnities may be replaced from time to time by suffer or incur in connection with this Agreement or the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either caseMerger Agreement, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred or any action taken or omitted by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timeextent permitted by Law).

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses may not be removed unless holders of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf a two-thirds interest of the Company’s stockholders Escrow Fund agree to such removal and to the Companyidentity of the substituted agent. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponNotwithstanding the foregoing, without independent investigation, any act, notice, instruction or communication in the event of a resignation of the Stockholder Representative as provided or other vacancy in this Section 10.1 as the acts position of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative vacancy may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4)Stockholder Representative. In either caseAfter the Closing, notices or communications to or from the successor Stockholder Representative shall promptly notify Parent in writing of constitute notice to or from the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementIndemnifying Parties. (eb) All The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and without gross negligence or willful misconduct. The Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses incurred arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative and any amounts required to be paid by the Stockholder Representative to the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses”), in each case, as such Stockholder Representative Expense is incurred or suffered; provided, that in the event that any such Stockholder Representative Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Indemnifying Parties the amount of such indemnified Stockholder Representative Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Indemnifying Parties, any such Stockholder Representative Expenses may be recovered by the Stockholder Representative from (i) the Representative Expense Amount, (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributed to the Indemnifying Parties, and (iii) from the Earnout Amount at such time as any such amounts would otherwise be distributed to the Indemnifying Parties. The Representative Expense Amount shall be available to pay directly, or reimburse the Stockholder Representative for, any Stockholder Representative Expenses. Following the Expiration Date, the Stockholder Representative shall have the right to recover Stockholder Representative Expenses not previously recovered from the Representative Escrow Fund from the Escrow Fund prior to any distribution to the Indemnifying Parties (provided that such funds would otherwise be released to the Indemnifying Parties and are no longer subject to any pending indemnification claims), and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholder Representative Expenses actually incurred and not previously recovered. For the avoidance of doubt, while this section allows the Stockholder Representative to be paid from the Representative Escrow Fund and the Escrow Fund, this Section 7.5(b) shall not limit the obligation of any Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities in this Section 7.5(b) will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement (notwithstanding Section 6.2). Following the Expiration Date, the resolution of all indemnification claims made under this Agreement and the satisfaction of all such indemnification claims, the Stockholder Representative shall distribute such portion of the Representative Expense Amount that has not been used to reimburse the Stockholder Representative for Stockholder Representative Expenses, if any, to the Escrow Agent, who will promptly distribute such funds to the Indemnifying Parties in accordance with their respective Pro Rata Portions. A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.2 or Section 8.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) Notwithstanding that the Company and its Subsidiaries have been represented by Xxxxxx LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees that after the Closing the Firm may represent the Stockholder Representative, the Indemnifying Parties and/or their Affiliates in all matters related to the Transaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements. Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. (d) Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that the Firm has represented the Company and its Subsidiaries in connection with the performance of histransactions contemplated by the Transaction Agreements. Such parties agree that any attorney-client privilege and attorney work-product protection belonging to the Company and related to the transactions contemplated by the Transaction Agreements, her and all information and documents to the extent covered by such privilege or its duties as protection shall, after the Closing, belong to, be deemed the right of, and be controlled solely by the Indemnifying Parties and may only be waived by the Stockholder Representative on behalf of the Indemnifying Parties. To the extent that Parent or the Company receives or takes physical possession of any privileged or protected material covered by this Section 7.5(d) after the Closing, such physical possession or receipt shall not, in any way, be borne and paid exclusively deemed a waiver by the Company Stockholders, pursuant to their respective ownership Indemnifying Parties of Company Stock (on an as-converted basis) immediately prior to the Effective Timeprivileges or protections described in this Section 7.5.

Stockholder Representative. (a) The From and after the Closing Date, Parent shall be entitled to deal exclusively with the Stockholder Representative in respect of all notices, disputes and other matters under Article IX, and the Stockholder Representative shall provide copies of any such notices to one Person designated in writing by each Principal Company (Stockholder. Parent shall be entitled to rely upon, and pursuant to shall be fully protected in relying upon, any statements or actions taken by the terms Stockholder Representative made on behalf of the Company Stockholders hereunder. (b) The Stockholder ConsentRepresentative shall have no liability to the Company Stockholders, each of Parent or the Company’s stockholdersSurviving Corporation for any actions taken by it in its capacity as Stockholder Representative hereunder. (c) irrevocably appoints In the event that the Company Stockholder Approval is received, effective upon such approval and without any further action by the Company Stockholders, the Company and the Company Stockholders hereby appoint the Stockholder Representative to act as representative, agent, proxy the Company Stockholders’ representative and attorney-in-fact for the purposes and with the powers and exclusive authority hereinafter set forth in this Section 10.2, which shall, subject to Section 9.4, include the sole and exclusive power and authority, and the Stockholder Representative shall provide copies of any such notices to one Person designated in writing by each Principal Company Stockholder: (i) To execute and deliver in the name, and on behalf, of each Company Stockholder any and all agreements, documents, certificates or other instruments permitted or required to be delivered by the Stockholder Representative or the Company Stockholders pursuant hereto as the Stockholder Representative, in its sole and reasonable discretion, may deem necessary or desirable; (ii) To collect and receive, directly or through an escrow agent appointed by the Stockholder Representative, all amounts that may be distributed to the Company Stockholders pursuant hereto and to disburse and pay (directly or though such escrow agent) the same, net of any applicable withholding Taxes, to the Company Stockholders in accordance herewith and in this respect the Stockholder Representative shall be entitled to collect the full amount of any payment due to the Company Stockholders hereunder, if any; (iii) To enforce and protect the rights and interests of the Company Stockholders, in the name, and on behalf, of the Company Stockholders, arising out of or under or in any manner relating to any and all claims for indemnification brought by any indemnified party under Article IX and, in connection therewith, to (i) assert any claim or institute any action, proceeding or investigation in the name of the Stockholder Representative or, if the Stockholder Representative so elects, in the names of one or more of the Company Stockholders; (ii) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Surviving Corporation, Parent or any other Person or by any Governmental Entity against (A) the Stockholder Representative and/or (B) any of the Company Stockholders and receive process on behalf of any or all purposes Company Stockholders in any such claim, action, proceeding or investigation and compromise or settle such claim, action, proceeding or investigation on such terms as the Stockholder Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (iii) file any proofs of debt, claims and petitions as the Stockholder Representative may deem advisable or necessary; (iv) settle or compromise any claims asserted hereunder; and (v) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation in the name of the Stockholder Representative or, if the Stockholder Representative so elects, in the names of one or more of the Company Stockholders; (iv) To enforce payment of amounts due to the Principal Company Stockholders hereunder (including any amounts payable by the Executing Stockholders and the Non-Executing Stockholders pursuant to the terms hereof), in each case on behalf of the Principal Company Stockholders and each of them, in the name of the Stockholder Representative or, if the Stockholder Representative so elects, in the names of one or more of the Principal Company Stockholders; (v) To cause to be paid the full amount of any Losses arising out of the indemnification provisions set forth in Article IX, or any amounts payable by the Principal Company Stockholders to a Parent Indemnitee in respect of any compromise or settlement of any claim for indemnification under this AgreementSection 9.2 agreed to by the Stockholder Representative in its sole discretion or any amounts payable by the Executing Stockholders and the Non-Executing Stockholders pursuant to the terms hereof (including withdrawing Escrow Funds from escrow to pay for such amounts); (vi) To refrain from enforcing any right of the Principal Company Stockholders or any of them and/or of the Stockholder Representative arising out of or under or in any manner relating to Article IX or any other agreement, the Merger and otherwise instrument or document in connection with the Contemplated Transactionsforegoing, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as it being understood that the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, shall not have any liability for refraining from enforcing any such right other than in the absence case of bad faith gross negligence or willful misconduct; provided, however, that no such failure to act on the part of the Stockholder Representative shall not be deemed a waiver of any such right or interest by the Stockholder Representative unless such waiver is in a writing signed by the Stockholder Representative; and (vii) To make, will be entitled execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, share powers, letters and other writings, and, in general, to conclusively rely on the opinions do any and advice of such Persons, (v) receive funds all things and make or release payments of funds to pay take any amounts and all action that the Stockholder Representative has incurred Representative, in its sole, absolute and reasonable discretion, may consider necessary or reasonably expects to incur proper or convenient in connection with or to carry out clauses (i) through (vi). (d) The grant of authority provided for in this Section 10.2: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Company Stockholder; (ii) may be exercised by the Stockholder Representative either by signing separately as representative of each of the Company stockholders’ obligations under this AgreementStockholders or, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf after listing all of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponexecuting an instrument, without independent investigation, any act, notice, instruction or communication by the signature of the Stockholder Representative as provided acting in this Section 10.1 as such capacity for all of them; (iii) shall survive the acts delivery of an assignment by a Company Stockholder of the whole or any fraction of its interest hereunder; and (iv) shall terminate upon the termination of the indemnification obligations of the Stockholder Indemnitors pursuant to Article IX. (e) In connection with the performance of its rights and obligations hereunder, the Stockholder Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company Stockholders based upon their Pro Rata Interests, attorneys, accountants, investment bankers, advisors, consultants and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actionsclerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRepresentative may deem necessary or desirable from time to time. (bf) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties shall be entitled to withhold and retain from the funds otherwise distributable to the Company Stockholders or obligations hereunder except those specifically set forth herein and from the Escrow Funds such duties and obligations will amount or amounts as shall be determined solely sufficient to pay all expenses which are required to be paid or borne by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities Company Stockholders pursuant hereto or incurred by the Stockholder Representative in connection with the Stockholder Representative’s performance of hishis obligations under this Section 10.2. (g) The Stockholder Representative shall not be entitled to any fee, her commission or its duties as other compensation for the performance of his services hereunder, but shall be entitled to the payment of all costs, fees and expenses incurred by it pursuant to Sections 10.2(f) hereof. (h) In dealing with this Agreement and any instruments, agreements or documents relating hereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholder Representative hereunder, (i) the Stockholder Representative assumes and shall incur no responsibility whatsoever (whether to any Company Stockholder, the Surviving Corporation, Parent or any other Person) by reason of any error in judgment or other act or omission performed or omitted in connection herewith or any such other agreement, instrument or document, except responsibility for any act or failure to act which represents willful misconduct or gross negligence, and (ii) the Stockholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholder Representative pursuant to such advice shall in no event subject the Stockholder Representative to liability to any Company Stockholder, the Surviving Corporation, Parent or any other Person. (i) Each Company Stockholder shall severally, based on the Pro Rata Interest of such Company Stockholder (and not jointly), hold harmless and indemnify the Stockholder Representative against all damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment(s) against the Stockholder Representative, includingof any nature whatsoever, without limitationarising out of or in connection with any claim, any actioninvestigation, suit challenge, action or proceeding or in connection with any appeal thereof, relating to which the acts or omissions of the Stockholder Representative is made a party by reason hereunder or otherwise, except to the extent arising out of the fact that willful misconduct or gross negligence of the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (cj) The provisions of this Section 10.1 will In the event the original Stockholder Representative shall be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement unable or unavailable to a “Company Stockholder” means and includes the successors to such Person’s rights perform his duties hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for Stockholder Representative that shall have all of the Company Stockholders. The Person serving as authority and responsibilities conferred upon or delegated to the Stockholder Representative may be replaced from time pursuant to time by this Agreement, and each Company Stockholder hereby agrees to the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity appointment of such successor Stockholder Representative. Any In the event the Stockholder Representative becomes unwilling to continue in his capacity hereunder, the Stockholder Representative may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the Principal Company Stockholders, specifying the date that such resignation shall take effect; provided, however, that the Stockholder Representative will give not less than ten (10) days’ prior written notice of such resignation and that no such resignation shall become effective until the Stockholder Representative appoints his successor Stockholder Representative and acceptance of such appointment by such successor shall become the “Stockholder Representative” for purposes . If the Stockholder Representative is unwilling or unable to appoint a successor, the Principal Company Stockholders shall appoint a successor Stockholder Representative. The successor Stockholder Representative shall notify Parent in writing of this Agreementits appointment as the successor Stockholder Representative hereunder. (ek) All expenses incurred by Notwithstanding anything contained in this Agreement, no Person or Persons other than the Stockholder Representative in connection with (and his successors) shall be entitled to exercise any of the performance rights or powers of his, her or its duties as the Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timehereunder.

Stockholder Representative. (a) The Company (and pursuant to the terms holders of the Company Stockholder Consent, each outstanding shares of the capital stock of the Company’s stockholders) , by virtue of the execution and delivery of this Agreement or, with respect to Company Stockholders that are not signatories to this Agreement, if any, by virtue of approval of this Agreement and the Merger, will be deemed to have irrevocably appoints constituted and appointed, effective as of the date of this Agreement, Xxx Xxxxxxx (together with his permitted respective successors, collectively, the “Stockholder Representative to act Representative”), as representative, agent, proxy their true and lawful agent and attorney-in-fact for fact, and the Company Stockholders for all purposes under Stockholder Representative, by his execution of this AgreementAgreement shall be deemed to have accepted such appointment, the Merger and otherwise to enter into any agreement in connection with the Contemplated Transactionstransactions contemplated by this Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to act as proxy for each Company Stockholder in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of any such agreement (other than payment of the portion of the Merger Consideration payable at Closing), to give and receive notices on their behalf, and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the full power assertion, prosecution, defense, settlement or compromise of and authority on each such claim, action or proceeding for which any Company Stockholder’s behalf to: , Parent, Sunset or the Merger Sub may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by him in his capacity as Stockholder Representative either (i) receive notices with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company Stock (considered on an as converted basis), or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that his own willful misconduct. If the Stockholder Representative has incurred shall be unable or reasonably expects unwilling to incur serve in connection with the Company stockholders’ obligations under this Agreementsuch capacity, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf his successor shall be named by those persons holding a majority of the Company’s stockholders shares of Company Common Stock outstanding immediately prior to the Effective Time who shall serve and exercise the Companypowers of Stockholder Representative hereunder. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Solely with respect to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of actions taken by the Stockholder Representative in his capacity as provided in this Section 10.1 as such, the acts of the Company Stockholders and will not be liable in any manner whatsoever for Stockholder Representative shall have no liability to Parent, Sunset or any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance their respective affiliates except for claims based upon the acts or omissions or communications or writings given or executed fraud by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, including counterparts thereof, each of Stockholder hereby irrevocably constitutes and appoints LD Stockholder Representative, LLC (the Company’s stockholders) irrevocably appoints “Stockholder Representative”), and the Stockholder Representative to act xxxxxx accepts such appointment, as representative, the true and lawful agent, proxy and attorney-in-fact for of such Stockholder with full powers of substitution to act in the Company Stockholders for name, place and stead of such Stockholder with respect to the performance on behalf of such Stockholder under the terms and provisions hereof and to do or refrain from doing all purposes under this Agreementsuch further acts and things, and to execute all such documents, as the Merger and otherwise Stockholder Representative shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: : (i) receive notices act for such Stockholder, if applicable, with respect to all indemnification matters referred to herein, including the right to compromise or service settle any such claim on behalf of process, such Stockholder; (ii) negotiateexecute the Escrow Agreement on behalf of each Stockholder and act for such Stockholder with respect to the Escrow Amount (including giving any instructions to the Escrow Agent, determineon behalf of the Stockholders, compromise, settle and take to pay from the Escrow Fund any other action permitted amounts owed by or called for by any Company stockholder under this Agreement, to the Stockholders); (iii) execute and deliver in its sole discretion, on behalf of the Stockholders, amend or waive any termination, amendment or waiver to this Agreement provision hereof in connection therewith, any manner; (iv) engage such counselemploy, experts obtain and rely upon the advice of legal counsel (including Ropes & Gray LLP), accountants and other agents professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Stockholder Representative; (v) act for such Stockholder with respect to all [*] matters and consultants as any other amounts payable to the Stockholders hereunder or in connection with any Ancillary Documents, including any adjustments thereto; (vi) incur any expenses, liquidate and withhold assets received on behalf of such Stockholder prior to their distribution to such Stockholder to the extent of any amount that the Stockholder Representative deems necessary for payment of or as a reserve against expenses or other Liabilities, and pay such expenses or deposit the same in connection with exercising an interest-bearing bank account established for such purpose; (vii) receive all notices, service of process, communications and deliveries hereunder on behalf of such Stockholder; and (viii) do or refrain from doing any further act or deed on behalf of such Stockholder that the powers granted hereunder andStockholder Representative deems necessary or appropriate, in the absence sole discretion of the Stockholder Representative, relating to the subject matter hereof as fully and completely as such Stockholder could do if personally present and acting and as though any reference to such Stockholder herein was a reference to the Stockholder Representative. (b) The appointment of the Stockholder Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholder Representative as the act of each Stockholder in all matters referred to herein. (c) In the event the Stockholder Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Stockholder Representative shall be the Person that the Company’s majority Stockholder appoints. (d) The Stockholder Representative is serving in that capacity solely for purposes of administrative convenience, and is not and shall not be personally liable in such capacity for any of the obligations of the Stockholders hereunder, and Xxxxxxxxx agrees that it will not assert claims against, or look to the personal assets of, the Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders or the Company hereunder. The Stockholder Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). The Stockholders agree, severally but not jointly (in accordance with their Pro Rata Percentage), to indemnify the Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations Stockholder Representative’s carrying out its duties under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs and expenses of professionals incurred in connection successfully defending itself against any claim of liability with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the samerespect thereto. The Stockholder Representative may consult with counsel of its own choice and will have no duties or obligations hereunder except those specifically set forth herein full and such duties complete authorization and obligations will be determined solely protection for any action taken and suffered by the express provisions of this Agreement. The Company’s stockholders will jointly it in good faith and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection accordance with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity opinion of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementcounsel. (e) All expenses incurred The Stockholder Representative represents and warrants that it is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now being conducted. The Stockholder Representative has all necessary limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Stockholder Representative, the performance by the Stockholder Representative of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary action on the part of the Stockholder Representative. This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by the Stockholder Representative, and constitutes, or will upon execution and delivery constitute, the valid and binding agreement of the Stockholder Representative, enforceable against the Stockholder Representative in connection accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). The execution and delivery of this Agreement does not, and the execution and delivery of the Escrow Agreement will not, and the performance of hisits obligations hereunder and thereunder will not, her (i) conflict with or its duties as violate the certificate of formation or LLC Agreement of the Stockholder Representative, or (ii) conflict with or violate any Law applicable to the Stockholder Representative shall be borne and paid exclusively (with or without notice or lapse of time or both), or by which any of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative’s properties or assets is bound.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Yxxxx Xxxxx is hereby appointed as representative, agent, proxy and attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of each Company Stockholders to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the terms of this Agreement, and to act on behalf of each Company Stockholder in any amendment of or litigation or arbitration involving this Agreement or any Ancillary Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Company Stockholders for to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) to negotiate, execute and deliver all purposes statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that a Company Stockholder shall execute and deliver any such documents which the Stockholder Representative agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any claims under this Agreement, the Merger and otherwise including service of process in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, arbitration; and (iv) engage such counsel, experts and other agents and consultants as to take all actions or refrain from doing any further act or deed on behalf of the Company Stockholders which the Stockholder Representative deems necessary or appropriate in connection with exercising his sole discretion relating to the powers granted hereunder and, in the absence subject matter of bad faith on the part of the this Agreement as fully and completely as a Company Stockholder could do if personally present. (b) If Yxxxx Xxxxx becomes unable to serve as Stockholder Representative, will such other Person or Persons as may be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts designated by a majority-in-interest of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actionsStockholders, shall succeed as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (bc) The Company’s stockholders agree that such agency Stockholder Representative shall not be held liable by any of the Company Stockholders for actions or omissions in exercising or failing to exercise all or any of the power and proxy are coupled with an interest, and are therefore irrevocable without the consent authority of the Stockholder Representative and will survive pursuant to this Agreement, except in the death, incapacity, bankruptcy, dissolution or liquidation case of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the CompanyRepresentative’s stockholdersgross negligence, and no Company stockholder will have the right to object, dissent, protest bad faith or otherwise contest the samewillful misconduct. The Stockholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will have no duties not be liable to any Stockholder for any action taken or obligations hereunder except those specifically set forth herein and omitted to be taken in good faith based on such duties and obligations will be determined solely by the express provisions of this Agreementadvice. The Company’s stockholders will jointly Company Stockholders will, severally and severally not jointly, indemnify and hold harmless (in accordance with their pro rata percentages) the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance from any losses arising out of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time hereunder, except for losses arising out of or caused by the holders Stockholder Representative’s gross negligence, bad faith or willful misconduct. The Stockholder Representative is serving in his capacity as such solely for purposes of a majority administrative convenience, and is not personally liable in interest such capacity for any of the obligations of the Company Stockholders (based on hereunder, and Parent, Merger Sub and the ownership Company agree that they will not look to the personal assets of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, acting in such capacity, for the successor Stockholder Representative shall promptly notify Parent in writing satisfaction of any obligations to be performed by the Stockholders hereunder except to the extent of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement’s gross negligence, bad faith or willful misconduct. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder, and the adoption of this Agreement and approval of the Merger by the Stockholders or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as its representative, agent, proxy agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions for and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders Indemnifying Parties to, after the Closing, give and receive notices and communications in respect of indemnification claims under this Agreement to be recovered against the Company. The Company Stockholders acknowledge that Parent Escrow Fund or the Tail Fund, to authorize payment to any Indemnified Party from the Escrow Fund and/or the Tail Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and Merger Sub will be entitled compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to conclusively rely uponany such indemnification claims, without independent investigationto 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 actsuch indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, noticein each case relating to this Agreement or the Transactions, instruction and to take all other actions that are either (i) necessary or communication appropriate in the judgment of the Stockholder Representative as provided in this Section 10.1 as for the acts accomplishment of the Company Stockholders and will not be liable in any manner whatsoever for any foregoing or Table of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed Contents (ii) specifically mandated by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions terms of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred may resign at any time. Such agency may be changed by the Stockholder Representative in connection with the performance of hisStockholders from time to time upon not less than 30 days prior written notice to Parent; provided, her or its duties as the Stockholder Representativehowever, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as may not be removed unless holders of a two-thirds (2/3) interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative under this Agreement. Neither or other vacancy in the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance position of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative vacancy may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, and the successor Stockholder Representative shall promptly notify Parent in writing not receive any compensation for its services other than pursuant to the terms of that certain Engagement Letter to be entered into by and among Shareholder Representative Services LLC, the Company and certain of the identity of such successor Indemnifying Parties. Notices or communications after the Closing to or from the Stockholder Representative. Any such successor Representative shall become constitute notice to or from the “Stockholder Representative” for purposes of this AgreementIndemnifying Parties. (eb) All expenses incurred The Stockholder Representative will incur no liability of any kind with respect to any action or omission by the Stockholder Representative in connection with the performance Stockholder Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of his, her liability directly resulting from the Stockholder Representative’s gross negligence or its duties as willful misconduct. The Stockholder Representative shall not be borne liable for any action or omission pursuant to the advice of counsel. The Indemnifying Parties will, severally and paid exclusively not jointly, in accordance with their Indemnity Portions indemnify, defend and hold harmless the Stockholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Stockholder Representative Expenses”) arising out of or in connection with the Stockholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Stockholder Representative Expense is suffered or incurred; provided, that in the event that any such Stockholder Representative Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Indemnifying Parties the amount of such indemnified Stockholder Representative Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Indemnifying Parties, any such Stockholder Representative Expenses may be recovered by the Stockholder Representative from (i) the funds in the Representative Expense Fund, (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties, and (iii) the amounts in the Tail Fund at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties; provided, that while this section allows the Stockholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Stockholder Representative Expenses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholder Representative or the termination of this Agreement. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver any remaining balance of the Representative Expense Fund, if any, to the Escrow Agent, who will promptly distribute such funds to Company StockholdersHolders in accordance with their Indemnity Portions. A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.2 or Section 8.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. Table of Contents (c) Notwithstanding that the Company and its Subsidiaries have been represented by WilmerHale in the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees that after the Closing WilmerHale may represent the Stockholder Representative, the Indemnifying Parties and/or their respective ownership of Company Stock (on an as-converted basis) immediately prior Affiliates in all matters related to the Effective TimeTransaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements. Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. (d) Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that WilmerHale has represented the Company and its Subsidiaries in connection with the transactions contemplated by the Transaction Agreements. Such parties agree that any attorney-client privilege, attorney work-product protection and expectation of client confidence belonging to the Company and related to the transactions contemplated by the Transaction Agreements, and all information and documents covered by such privilege or protection shall, after the Closing, belong to, be deemed the right of, and be controlled solely by the Indemnifying Parties and may only be waived by the Stockholder Representative on behalf of the Indemnifying Parties. To the extent that Parent or the Company receives or takes physical possession of any privileged or protected material covered by this Section 7.6(d) after the Closing, such physical possession or receipt shall not, in any way, be deemed a waiver by the Indemnifying Parties of the privileges or protections described in this Section 7.6.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints Stockholders have designated Xxxxx Xxxxxx as the Stockholder Representative to act (in such capacity, the “Stockholder Representative”), and approval and adoption of this Agreement by the Company Stockholders shall constitute (i) the ratification and approval of such designation, and (ii) the irrevocable appointment of the Stockholder Representative as each Company Stockholder’s representative, agent, proxy and attorney-in-fact for and agent, with full power of substitution to act in the name, place and stead of each Company Stockholders for all purposes under Stockholder in accordance with the terms and provisions of this Agreement and to act on behalf of each Company Stockholder in any amendment of or litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Merger Stockholder Representative shall deem necessary or appropriate in conjunction with any of the Transactions, including the power (A) to give and otherwise receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement and the Transactions, (B) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the Contemplated consummation of the Transactions, including, without limitation, (C) to make decisions with respect to the full power distribution and authority on each such Company Stockholder’s behalf to: (i) receive notices or service allocation of processthe Stockholder Earnout Shares, (iiD) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such retain counsel, experts and other agents (any Representatives so retained, the “Retained Agents”), and consultants as (E) to enter into any settlement or submitting any dispute relating to the Earnout Shares. Notwithstanding the foregoing, the Stockholder Representative deems necessary shall have no obligation to act. The Stockholder Representative will not be liable to the Company Stockholders for any act taken or omitted by it as permitted under this Agreement and the Transactions, except if such act is taken or omitted in connection with exercising bad faith or by willful misconduct. The Stockholder Representative will also be fully protected against the powers granted hereunder andCompany Stockholders in relying upon any written notice, demand, certificate or document that he in good faith believes to be genuine (including facsimiles thereof). In the absence of bad faith on the part of or willful misconduct by the Stockholder Representative, will the Stockholder Representative shall be entitled to conclusively rely on the opinions and advice of such Personsany Retained Agents; and the fact that any act was taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of good faith. The Stockholder Representative may resign at any time after giving 30 days’ notice to the Company and the Company Stockholders, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects may be removed by the vote of Persons that collectively constituted the requisite Company Stockholders as of immediately prior to incur the Effective Time (or, in connection with the Company stockholders’ obligations under case of a termination of this Agreement, as of such termination). If a Stockholder Representative has resigned or been removed, a new Stockholder Representative shall be appointed by a vote of stockholders constituting the Merger Company Stockholders as of immediately prior to the Effective Time, such appointment to become effective upon the written acceptance thereof by the new Stockholder Representative. The designation of any Person as the Stockholder Representative is and otherwise shall be coupled with an interest, and, except as set forth in connection with this Article XI, such designation is irrevocable and shall not be affected by the Contemplated Transactionsdeath, including amounts required incapacity, illness, bankruptcy, dissolution or other inability to pay the fees and expenses act of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf any of the Company’s stockholders and Company Stockholders. (b) A decision, act, consent or instruction of the Company. The Stockholder Representative shall constitute a decision of all Company Stockholders acknowledge that Parent and Merger Sub will shall be entitled to final, binding and conclusive upon all Company Stockholders. Acquiror may conclusively rely upon, without independent verification or investigation, any actall statements, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders representations and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred made by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed Agreement in writing and signed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will and shall have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement liability to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by and the Stockholder Representative in connection with any actions taken or not taken in reliance on such statements, representations and decisions of the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeRepresentative.

Stockholder Representative. (a) The Company (and pursuant to By the terms adoption of the Company Stockholder ConsentMerger, and by receiving the benefits thereof, including any consideration payable hereunder, each of the Company’s stockholders) irrevocably appoints the Stockholder Company Securityholder shall be deemed to have approved Shareholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants Services LLC as the Stockholder Representative deems necessary as of the Closing for all purposes in connection with exercising the powers granted hereunder andthis Agreement and any related agreements. All decisions, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency consents and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions instructions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersCompany Securityholders, and no Company stockholder will Securityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Buyer, Merger Sub and the Surviving Entity shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative as being the decision, action, consent or instruction of the Company Securityholders, and the Buyer, Merger Sub and the Surviving Entity are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. (b) The Stockholder Representative will have incur no duties liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its fraud, gross negligence or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreementwillful misconduct. The Company’s stockholders will jointly and severally Stockholder Representative shall not be liable for any action or omission, acting in good faith, pursuant to the advice of counsel. The Company Securityholders shall indemnify and hold harmless the Stockholder Representative against all Liabilities incurred any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the fraud, gross negligence or willful misconduct of the Stockholder Representative the Stockholder Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which from (i) the Stockholder Representative is made a party by reason of Expense Amount and (ii) any other funds that become payable to the fact that the Stockholder Representative is or was acting as the Stockholder Representative Company Securityholders under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating Agreement at such time as such amounts would otherwise be distributable to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionCompany Securityholders; provided, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as that while the Stockholder Representative may be replaced paid from time the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to time by promptly pay such Representative Losses as they are suffered or incurred. In no event will the holders of a majority in interest Stockholder Representative be required to advance its own funds on behalf of the Company Stockholders (based Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the ownership recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of or the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes termination of this Agreement. (ec) All Upon the Closing, the Company will wire the Stockholder Representative Expense Amount to the Stockholder Representative, which will be used for any expenses incurred by the Stockholder Representative in connection with Representative. The Company Securityholders will not receive any interest or earnings on the performance of his, her or its duties as Stockholder Representative shall Expense Amount and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver any remaining balance of the Stockholder Representative Expense Amount to the Payments Administrator for further distribution to the Company Securityholders. For tax purposes, the Stockholder Representative Expense Amount will be borne treated as having been received and paid exclusively voluntarily set aside by the Company Stockholders, pursuant to their respective ownership Securityholders at the time of Company Stock Closing. (on an as-converted basisd) The Stockholder Representative may resign at any time and may be removed for any reason or no reason by the vote or written consent of the Stockholders holding a majority of the aggregate Applicable Share Number immediately prior to the Effective TimeTime (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders within ten (10) days. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Buyer and the Surviving Entity, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by the Buyer and the Surviving Entity. (e) The approval of this Agreement by the Company Stockholder Approval, with respect to the Stockholders, and by accepting the consideration payable to them hereunder, with respect to the Optionholders, shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof binding upon the Company Securityholders.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Each Company Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints Fertile Valley, LLC as the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for to act on behalf of such Company Stockholder with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by any Company Stockholder individually or by the Stockholder Representative pursuant to this Agreement, including the exercise of the power to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to take all actions on behalf of the Company Stockholders for all purposes under pursuant to this Agreement, and to take all actions necessary or appropriate in the Merger judgment of the Stockholder Representative for the accomplishment of the foregoing. More specifically, the Stockholder Representative shall have the authority to make all decisions and otherwise determinations and to take all actions (including agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Company Stockholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Company Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Company Stockholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Stockholder Representative. Without limiting the generality of the foregoing, the Stockholder Representative shall be authorized, in connection with the Contemplated TransactionsClosing, includingto execute all certificates, without limitation, documents and agreements on behalf of and in the full power name of the Company Stockholders necessary to effectuate the Closing and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the related transactions. The Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will shall be entitled authorized to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements take all actions on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent in connection with any claims made under Article VI of this Agreement, to defend or settle such claims, to use the Stockholder Representative Shares to pay for Stockholder Representative Expenses (as further described in Section 8.01(f)), and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication agree to the reduction of the number of Multiple Voting Shares constituting the Holdback Shares in respect of such claims on behalf of the Company Stockholders. (b) The appointment of the Stockholder Representative as provided in this Section 10.1 shall be deemed coupled with an interest and shall be irrevocable, and Parent and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Stockholder Representative as the acts of the Company Stockholders in all matters referred to in this Agreement. Each of the Company Stockholders hereby ratifies and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by confirms all that the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without Representative shall do or cause to be done by virtue of the consent appointment of the Stockholder Representative as the Stockholder Representative of such Company Stockholder. The Stockholder Representative shall act for the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company Stockholders, but the Stockholder Representative shall not be responsible to any such Company Stockholder for any loss or damage any such Company Stockholder may suffer by reason of the performance by the Stockholder Representative of their duties under this Agreement, other than loss or damage arising from willful misconduct in the performance of such duties. In no event shall the Stockholder Representative be liable to the Company Stockholders hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. The Stockholder Representative shall be fully protected against the Company Stockholders in relying upon any written notice, demand, certificate or document that they in good faith believe to be genuine, including facsimiles or copies thereof. (c) No Company Stockholder shall have the right to object to, dissent from, protest or otherwise contest any such decision or action of the Stockholder Representative. The provisions of this Section 8.01, including the power of attorney granted by this Section 8.01, are independent and will survive severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Company Stockholder, or by operation of Law, whether by death or other event. (d) The Stockholder Representative may resign at any time, and may be removed for any reason or no reason by the vote of the holders of a majority of the Company Capital Stock immediately prior to Closing; provided, however, in no event shall the Stockholder Representative resign or be removed without the Company Stockholders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of the Stockholder Representative. In the event of the death, incapacity, bankruptcyresignation or removal of the Stockholder Representative, dissolution a new Stockholder Representative shall be appointed by the vote of the holders of a majority of the Company Capital Stock immediately prior to Closing. Notice of such vote or liquidation a copy of any Company’s stockholder. All the written consent appointing such new Stockholder Representative shall be sent to Parent promptly following such vote or consent, such appointment to be effective upon the date indicated in such consent; provided, that until such notice is received, Parent shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in this Section 8.01. (e) The Stockholder Representative shall not be liable to the Company Stockholders for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by the Stockholder Representative will shall be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sameconclusive evidence of good faith). The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally Company Stockholders shall indemnify and hold harmless the Stockholder Representative against from and against, compensate him for, reimburse him for and pay any and all Liabilities incurred by the Stockholder Representative Losses, arising out of and in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting his activities as the Stockholder Representative under this Agreement. Neither , including without limitation any travel expenses such as transportation, lodging and meals, and attorney fees incurred in connection with his actions as the Stockholder Representative, in each case as such Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Loss or any portion thereof was primarily caused by the fraud, intentional misconduct or bad faith of the Stockholder Representative, the Stockholder Representative nor any agent employed shall reimburse the Company Stockholders the amount of such indemnified Loss attributable to such fraud, intentional misconduct or bad faith. (f) In order to satisfy Stockholder Representative Expenses, each Company Stockholder and Parent acknowledges and agrees that the Stockholder Representative shall have the right, in its sole, absolute, and exclusive discretion, to demand that Parent issue the number of Multiple Voting Shares that have a cash value equal to the Stockholder Representative Expenses divided by the Stockholder Representative will incur any Liability Share Value. Parent shall issue such shares to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative within three (3) Business Days of a demand by any the Stockholder Representative. Parent shall issue to the Company stockholder if Stockholders the Multiple Voting Shares constituting the Stockholder Representative took Shares (to the extent so remaining after any reduction under this Section 8.01(f)) in accordance with the Payment Spreadsheet on the later of (A) the Indemnity Share Issuance Date, or omitted taking any (B) the date requested by the Stockholder Representative, in the Stockholder Representative's sole, absolute, and exclusive discretion. The parties specifically acknowledge that the provisions of Section 8.04 shall apply in the event the Stockholder Representative is required to initiate legal action in good faith. (c) The to enforce the provisions of this Section 10.1 will be binding on 8.01(f). Notwithstanding the executorsforegoing, heirs, legal representatives, personal representatives, successor trustees, if there is any Pending Claim and successors the Indemnity Shares remaining are insufficient to equal the aggregate amount of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If Pending Claim divided by the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholdersShare Value, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as any remaining Stockholder Representative Shares which are unclaimed by the Stockholder Representative may be replaced from time treated as if they were Indemnity Shares and the Parent shall comply with the requirements of Section 6.06(c) with respect to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor such Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementShares. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (Each Stockholder hereby constitutes and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Mark Hilz or his duly designated substitutes as representative, agent, proxy his representatxxx xxx xrue and lawful agent and attorney-in-fact for (collectively, the Company Stockholders for "STOCKHOLDER REPRESENTATIVE"), authorizing the Stockholder Representative to perform any and all purposes under such acts as are required, authorized or contemplated by this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitationbut not limited to, the full power and authority on each such Company Stockholder’s behalf tofollowing: (i) receive notices or service of process, to surrender the INX Certificates and Lost Stock Affidavits deposited with the Stockholder Representative to the Parent at the Closing; (ii) negotiateto execute and deliver stock powers, determinecertificates and any other additional documentation as the Parent or the Parent's transfer agent may request to effectuate the exchange of the INX Common Stock for the Stock Consideration pursuant to SECTION 3.1; (iii) to receive all notices and other documents given or to be given to the Stockholders pursuant to this Agreement; (iv) to receive and accept service of process in connection with any claim or other proceeding against the Stockholders arising under this Agreement; (v) to undertake, compromise, defend and settle and take any other action permitted such suit or called for by any Company stockholder proceeding on behalf of the Stockholders as a group arising under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, ; (vi) to execute closing statementsand deliver all agreements, settlement statements certificates and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction documents required or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred deemed appropriate by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that transactions contemplated by this Agreement whether prior to, at or after the Stockholder Representative is or was acting as the Stockholder Representative under Closing, including any amendments to this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability ; (vii) to any Company stockholder relating act pursuant to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders direction of a majority in interest of the Company Stockholders Stockholders; and (based viii) receive the Merger Consideration on the ownership behalf of the Company Stock set forth on Schedule 1.4). In either caseStockholders and distribute such Merger Consideration to the respective Stockholders, the successor Stockholder Representative shall promptly notify Parent all in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of accordance with this Agreement. (eb) All expenses incurred by A decision, act, consent or instruction of the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne final, binding and paid exclusively conclusive upon each of such Stockholder, and Parent may rely conclusively, absolutely and exclusively, without inquiry, upon any such decision, act, consent or instruction of every such Stockholder. Parent is hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (and pursuant Immediately upon the approval of this Agreement by the unanimous vote or written consent of the Stockholders, each Stockholder shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the CompanyXxxxx Xxxxx as such Stockholder’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company Stockholders for all purposes under this Agreement“Stockholder Representative”), the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver substitution to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders Stockholders to the extent and in the Companymanner set forth in this Agreement All decisions, actions, consents and instructions by the Stockholder Representative shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Company Stockholders acknowledge that Parent Acquiror and Merger Sub will shall be entitled to conclusively rely uponon any decision, without independent investigationaction, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Company Stockholders Stockholders, and will not be liable the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any manner whatsoever for any of Parent such decision, act, consent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeinstruction. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interestStockholder Representative may resign at any time, and are therefore irrevocable without may be removed for any reason or no reason by the vote or written consent of Stockholders holding a majority of the Stockholder Representative aggregate number of Shares issued and will survive outstanding immediately prior to the Effective Time (the “Majority Holders”). In the event of the death, incapacity, bankruptcyresignation or removal of the Stockholder Representative, dissolution a new Stockholder Representative shall be appointed by the vote or liquidation written consent of any Company’s stockholderthe Majority Holders. All decisions Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Acquiror and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by the Acquiror and, after the Effective Time, the Surviving Corporation; provided, that until such notice is received, the Acquiror, Sub and actions the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Stockholder Representative as described in Section 2.14(a). The Stockholder Representative may charge a reasonable fee for his services; provided, that all fees and expenses incurred by the Stockholder Representative will in performing his duties hereunder (including legal fees and expenses related thereto) and any indemnification in favor of the Stockholder Representative shall be binding upon borne by the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. Stockholders. (c) The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will shall not be determined solely by liable to the express provisions of Stockholders for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted willful misconduct or fraud. The Company’s stockholders will Except in cases where a court of competent jurisdiction has made such a finding, the Stockholders shall jointly and severally indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by the Stockholder Representative losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with the performance of his, her or its duties his activities as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent The approval of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time this Agreement by the holders requisite vote or written consent of a majority in interest Stockholders shall also be deemed to constitute approval of all arrangements relating to the Company Stockholders (based on transactions contemplated hereby and to the ownership of provisions hereof binding upon the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timeincluding, without limitation, Section 7.2.

Stockholder Representative. (a) The Company (and pursuant Stockholder Represent hereby represent and warrant that Stockholder Representative has, prior to the terms of the Company Stockholder Consentdate hereof, each of the Company’s stockholders) been irrevocably appoints the Stockholder Representative authorized and appointed to act as representative, agent, proxy Stockholder Representative as the Stockholders’ representative and attorney-in-fact for the Company Stockholders for to act on behalf of such Persons with respect to this Agreement and to take any and all purposes under actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described herein; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and take any other action permitted or called for by any Company stockholder under this Agreement, Article IX; (iiiv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document, amendment including the Escrow Agreement; (vi) make all elections or waiver decisions contemplated by this Agreement and any Ancillary Document, including the Escrow Agreement; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article IX) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the by Stockholder Representative, will and on any other action taken or purported to be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements taken on behalf of the Company’s stockholders and the Companyany Stockholder by Stockholder Representative, as being fully binding upon such Person. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance any act of hisany one or Stockholders, her or its duties as the Stockholder Representativeby operation of Law, including, without limitation, any action, suit whether by death or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. other event. (b) The Stockholder Representative will have no Liability in respect of may resign at any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trusteestime, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders according to each Stockholder’s Pro Rata Share (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case; provided, the successor however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall promptly notify Parent in writing assume such duties immediately upon the resignation or removal of the identity of such successor Stockholder Representative. Any such successor shall become In the “event of the death, incapacity, resignation or removal of Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the Company Stockholdersvote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 11.01(a) above. (c) The Stockholder Representative shall not be liable to the Stockholders for actions taken pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior this Agreement, except to the Effective Timeextent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Stockholders shall jointly indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement.