Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) Each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder Representative for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. Byrox Xxxx xxxll be appointed as agent and attorney-in-fact (athe "Stockholder Representative") Each for each RedChip Stockholder, to take all actions and make any decisions required or permitted to be taken by him under this Agreement and the Escrow Agreement, including the exercise of the Indemnifying poser to (i) execute the Escrow Agreement, (ii) authorize delivery to FRT Indemnified Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as any amount of the Stockholder Representative for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available General Escrow Fund in satisfaction of any claims by Parentfor Damages during the Survival Period, to object to such payments, to (iii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration of and comply with orders of courts and awards of arbitrators with respect to such claimsany claims for Damages during the Survival Period, and to (iv) resolve any claims for Damages during the Survival Period, (v) take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by and all of the terms other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholder Representative has unlimited authority and power to act on behalf of each RedChip Stockholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all claims for Damages during the Survival Period, rights or obligations arising from and taken pursuant to each such agreement. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to ParentRedChip; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of in all shares held in the General Escrow Fund agree to such removal and to the identity of the substituted agentStockholder Representative. A Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of all shares held in the General Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (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. Any loss, liability or expense incurred without negligence or bad faith on the part each 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundRedChip Stockholders. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder Representative for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each of the Indemnifying Parties Stockholder hereby appoint Xxxxx Xxxxx as its agent irrevocably appoints and attorney in fact as authorizes the Stockholder Representative for to act as its representative and on their behalf to give and receive notices and communicationsattorney-in-fact with full authority, in the Stockholder Representative’s sole discretion, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, (i) negotiate, enter into settlements defend, pursue, settle and compromises ofpay any indemnification claims, (ii) execute and demand arbitration deliver, as Stockholder Representative and comply with orders of courts and awards of arbitrators with respect to such claimsas attorney-in-fact for each Stockholder, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder RepresentativeStockholders under, this Agreement and any other agreement or document required to be executed by the Stockholder Representative shall not receive Stockholders in connection with the transactions contemplated by this Agreement and (iii) take any compensation for its services. Notices other action that may be necessary or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (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. Any loss, liability or expense incurred without negligence or bad faith desirable on the part behalf of the Stockholder Representative and arising out of Stockholders in connection with this Agreement or any other agreement or document required to be delivered in connection herewith or in connection with the acceptance or administration transactions contemplated by this Agreement. The appointment of the Stockholder Representative's duties hereunder, including the reasonable fees Representative by each Stockholder as its attorney-in-fact hereunder is coupled with an interest and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses"irrevocable. The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed Subject to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losseslimitations set forth in this Section 9.5, the Stockholder Representative shall have act as the right to recover the Stockholder Representative Expenses from any remaining portion representative of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior Stockholders with respect to any such distributionact or decision to be taken or made hereunder, and the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative Buyer shall be entitled conclusively to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction representation of the Stockholder Representative as being the with respect to any act, decision, act, consent or instruction approval of the Indemnifying PartiesStockholders. Parent is hereby relieved from any liability Notice sent to any person the Stockholder Representative pursuant to Section 9.6 shall have the same force and effect as if delivered to each of the Stockholders. The Stockholders shall be responsible for all costs and expenses incurred by the Stockholder Representative in connection with his duties contemplated by this Agreement. Neither the Buyer nor the Corporation shall be held liable or accountable for any acts done by them in accordance with such decision, act, consent act or instruction omission of the Stockholder Representative.

Stockholder Representative. (a) Each In order to administer efficiently the implementation of this Agreement, the Indemnifying Parties waiver of any conditions to the obligations to consummate the transactions or the settlement of any dispute and notices under this Agreement or actions, settlement or notices under the Earnout Escrow Agreement or Indemnity Escrow Agreement, Stockholders hereby appoint Xxxxx Xxxx Xxxxx as its agent their representative ("Stockholder Representative") and attorney authorize him to take all action necessary in fact as connection with implementation of the Stockholder Representative for and Agreement on their behalf of Stockholders, waive any condition to or obligation to consummate the transactions, give and receive notices and communications, take any and all action contemplated to authorize payment to the Parent from the Available Escrow Fund in satisfaction be taken by or on behalf of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofStockholders under this Agreement, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in Escrow Stockholders under the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Earnout Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, Agreement 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 Indemnifying PartiesIndemnity Escrow Agreement (collectively, "Escrow Agreements"). (b) The In the event Stockholder Representative dies, becomes legally incapacitated or resigns Xxxxxxx X. Xxxxx shall not fill such vacancy and be liable for any act done or omitted hereunder as deemed Stockholder Representative while acting in good faith and in the exercise for all purposes; however, no change of reasonable judgment. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share effective until Purchaser is given notice of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to it by the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundStockholders. (c) A decisionBy mere execution of this Agreement, actStockholders agree that: (i) Purchaser may rely conclusively on the instructions and decisions of Stockholder Representative as to any actions required or permitted to be taken by Stockholders or Stockholder Representative hereunder and under the Escrow Agreements and no party shall have any cause of action against Purchaser for action taken by Purchaser in reliance upon actions, consent decisions or instruction instructions of the Stockholder Representative. (ii) all actions, including but not limited to an amendmentdecisions, extension or waiver of this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction instructions of the Stockholder Representative shall be conclusive and binding on Stockholders; no Stockholder shall have a cause of action against Purchaser or Surviving Corporation for any action taken or omitted, decision made or omitted or any instruction as being the decision, act, consent given or instruction of the Indemnifying Parties. Parent omitted by Stockholder Representative hereunder. (iii) Stockholder Representative shall be deemed to fulfill any fiduciary obligation to Stockholders so long as no Stockholder is hereby relieved from adversely affected by any liability action or failure to act by Stockholder Representative in a disproportionate measure compared to any person other Stockholder. (d) Remedies at law for any acts done breach of this Section would be inadequate, therefore Purchaser shall be entitled to injunctive relief, without the necessity of proving damages in an action to enforce this Section. (e) The provisions of this Section are independent and severable to constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by them in accordance with such decision, act, consent or instruction of each Stockholder to the Stockholder RepresentativeRepresentative and bind executors, heirs, successors, and legal representatives. All reasonable fees and expenses incurred by Stockholder Representative shall be paid by Stockholders pro rata in proportion to their percentage interest in Seller immediately before the Effective Time. The provisions hereof shall survive the Effective Time.

Stockholder Representative. Section 8.5.7.1 Xxx Xxxxxx shall be appointed and constituted the “Stockholder Representative” under a Stockholder Representative Agreement by and among Parent, Buyer, the Company and the Stockholder Representative, in customary form and substance reasonably acceptable to, and mutually agreed upon prior to the Closing by, Parent, Buyer and the Company (athe “Stockholder Representative Agreement”), and as such shall serve as agent for, and have all powers as attorney-in-fact of, each Company Indemnifying Party, to (i) Each negotiate, settle and compromise indemnification claims by any Buyer Indemnified Parties pursuant to this Article 8 solely to the extent that such indemnification claims would be satisfied and payable out of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney Escrow Cash, (ii) authorize the release of Escrow Cash in fact as the Stockholder Representative for and on their behalf to connection therewith, (iii) give and receive notices and communicationsof communications in respect thereof, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and (iv) comply with orders of courts and awards of arbitrators with respect to such claimsthereto, and to (v) take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for in connection with the accomplishment foregoing. By virtue of the foregoing or (ii) specifically mandated adoption of this Agreement and the approval of the Merger by the terms Stockholders, each Stockholder (regardless of whether such Stockholder votes in favor of the adoption of this Agreement. Such agency may Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) shall be changed by deemed to have appointed the Indemnifying Parties Stockholder Representative, effective from time and after the Effective Time, to time upon not less than 30 days prior written notice to Parent; provided, however, that serve in the foregoing capacity. Section 8.5.7.2 If the Stockholder Representative may not elects to resign as Stockholder Representative for any reason, the Stockholder Representative shall notify Parent and Buyer of its intent to resign, which shall be removed unless holders effective 20 Business Days after such notice. The Company Indemnifying Parties shall, with the written consent of the Holders of a two thirds majority-in-interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy Cash then remaining in the position of Escrow Account, appoint a successor Stockholder Representative may be filled by and notify the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, Parent and the Stockholder Representative shall not receive any compensation for its services. Notices Buyer within five (5) Business Days after such appointment. Section 8.5.7.3 Notice or communications to or from the Stockholder Representative pursuant to this Section 8.5.7 shall constitute notice to or from each of the Company Indemnifying PartiesParties with an interest in the Escrow Cash at the time of such notice. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) Section 8.5.7.4 A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement Representative pursuant to this Section 8.1 hereof, 8.5.7 shall constitute a decision decision, act, consent or instruction of each and all of the Indemnifying Parties with an interest in the Escrow Cash at such time, and shall be final, binding and conclusive upon the each and all of such Company Indemnifying Parties; , and Parent may and Buyer shall be entitled to rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the each and all such Company Indemnifying Parties. , and Parent is hereby and Buyer shall be relieved from any liability to any person such Company Indemnifying Parties (or any other Person) for any acts done by them it in accordance with such decision, act, consent or instruction. Section 8.5.7.5 The Stockholder Representative shall promptly notify each Company Indemnifying Party in the event of any decision, act, consent or instruction of the Stockholder Representative pursuant to this Section 8.5.7. The Stockholder Representative shall have no liability to any party hereto, any Buyer Indemnified Party or any Company Indemnifying Party in connection with actions taken hereunder. Each Company Indemnifying Party, jointly and severally, with right of contribution among them, shall indemnify and hold harmless the Stockholder Representative with respect to any claim, loss, damage and liability against such Stockholder Representative (including, without limitation, reasonable attorneys’ fees and costs) arising from any decision, act, consent or instruction of such Stockholder Representative pursuant to this Section 8.5.7, unless and to the extent that such claim arises from such Stockholder Representative’s gross negligence or willful misconduct. Section 8.5.7.6 The Stockholder Representative shall be entitled to receive reimbursement from the Company Indemnifying Parties for any and all reasonable expenses, charges, liabilities and debts (including, without limitation, reasonable attorneys’ fees and costs), incurred by the Stockholder Representative from and after the Closing in the performance or discharge of its rights and obligations under this Agreement. The Stockholder Representative shall be entitled to collect up to an aggregate of $200,000 of such reimbursement amount (including any expenses incurred in connection with the defense of any indemnity claims made by the Buyer Indemnified Parties pursuant to this Article 8), as and when such expenses, charges, liabilities and debts are actually incurred and paid, from the Escrow Cash pursuant to the terms of the Escrow Agreement.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval and adoption of this Agreement by the requisite vote of the Company Stockholders, each of the Company Stockholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware Law) shall be deemed to have agreed to appoint Xxxxx Xxxxx as its agent and attorney in fact Xxxxxxxx X. Xxxxxx, Xx. as the Stockholder Representative to be its agent and attorney-in-fact for and on their behalf of the Company Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration or litigation and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and litigation and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Indemnifying Parties Company Stockholders upon the written approval of the holders of a majority in interest of the Pro Rata Portions of the Escrow Fund from time to time upon not less than 30 days prior written notice to Parenttime; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree in writing to such removal and to the identity of the substituted agent. A vacancy in Notwithstanding the position of foregoing, the Stockholder Representative may resign at any time by providing written notice of intent to resign to the Company Stockholders, which resignation shall be filled effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Stockholder’s 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 Indemnifying Parties. (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, even if such act or omission constitutes negligence on the part of such Stockholder Representative. Any The Stockholder Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholder Representative may engage attorneys, accountants and other professionals and experts. The Stockholder Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Stockholder Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Company Stockholders shall 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 (so long as the Stockholder’s Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunderand obligations hereunder or under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, . The Stockholder Representative’s expenses shall be referred to herein as "Stockholder reimbursed from the Representative Expenses"Expense Reserve. The Indemnifying Parties on whose behalf Promptly following the Aggregate Escrow Amount was contributed to Effective Time, Parent shall deposit the Escrow Fund agree that Representative Expense Reserve into an account designated by the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative ExpensesRepresentative. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distributionTermination Date, the Stockholder Representative shall deliver any unused portion of the Representative Expense Reserve (with the determination of the amount of the unused portion to Parent a certificate setting forth the Stockholder Representative Expenses to be made in the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES ’s reasonable discretion) to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from Escrow Agent and the Escrow Fund. (c) Agent will distribute such amount to the Company Stockholders based on their Pro Rata Portions. 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 Section 8.1 Sections 9.4 or 9.5 hereof, shall constitute a decision of the Indemnifying Parties Company Stockholders and shall be final, binding and conclusive upon the Indemnifying Parties; Company Stockholders. The Stockholder Representative will pay one-half of the fees and Parent expenses of the Escrow Agent and Exchange Agent, which amounts shall be paid from the Stockholder Expense Reserve. (c) Company Stockholders may rely upon any such decision, act, consent or instruction of only make claims hereunder by and through the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representativeand not individually.

Stockholder Representative. (a) Each In order to administer the transactions contemplated by this Agreement and the Escrow Agreement, including the indemnification obligations of the Indemnifying Parties Company Stockholders under this Article 4, the Company Stockholders hereby designate and appoint Xxxxx Xxxxx Xxxx Xxxxxx and Xxxxxxxxxxx Xxxx as its agent their representatives for purposes of this Agreement and attorney in fact the Escrow Agreement and as the Stockholder Representative attorney-in-facts and agents for and on their behalf to give and receive notices and communicationsof each Company Stockholder (each in such capacity, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties"). (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. Any loss, liability or expense incurred without negligence or bad faith on the part Company Stockholders hereby authorize each of the Stockholder Representative Representatives, acting singly, to represent the Company Stockholders, and their successors, with respect to all matters arising out of or under this Agreement and the Escrow Agreement, including without limitation, (i) to take all action necessary in connection with the acceptance or administration indemnification obligations of the Stockholder Representative's duties hereunderCompany Stockholders under this Article 4, including the reasonable fees and expenses defense or settlement of any legal counsel retained claims and the making of payments with respect thereto, (ii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the Stockholder RepresentativeRepresentatives pursuant to this Agreement and the Escrow Agreement. (c) In the event that Xxxx Xxxxxx, Xxxxxxxxxxx Xxxx or any substitute Stockholder Representative dies, becomes unable to perform his responsibilities as Stockholder Representative or resigns from such position, the Company Stockholders having an aggregate of greater than 50% ownership interest in the Company as set forth on Schedule 2.2 hereto shall select another representative to fill such vacancy and such substituted Stockholder Representative shall be deemed to be a Stockholder Representative for all purposes of this Agreement and the Escrow Agreement. (d) All decisions and actions by the Stockholder Representatives, including without limitation any agreement between the Stockholder Representatives and the Buyer or NaviSite or the Escrow Agent relating to indemnification obligations of the Company Stockholders under this Article 4, including the defense or settlement of any claims and the making of payments with respect hereto, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf binding upon all of the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative Company Stockholders, and no Company Stockholders shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representatives shall incur no liability to the Company Stockholders with respect to any action taken or suffered by the Stockholder Representatives in reliance upon any notice, direction, instruction, consent, statement or other documents believed by them to be reimbursed solely genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Company Stockholders under this Article 4, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from a Stockholder Representative's own willful misconduct or gross negligence. The Stockholder Representatives may, in all questions arising under this Agreement or the Escrow Fund Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Stockholder Representatives shall not be liable to the Company Stockholders. (e) The Buyer, NaviSite and the Escrow Agent shall be able to rely conclusively on the written instructions and decisions of any one Stockholder Representative with respect to the indemnification obligations of the Company Stockholders under this Article 4, including the defense or settlement of any claims or the making of payments with respect thereto, or as to any other actions required or permitted to be taken by the Stockholder Representatives hereunder, and no party hereunder shall have any cause of action against the Buyer or the Escrow Agent to the extent the Buyer, NaviSite or the Escrow Agent has relied upon the written instructions or decisions of any one Stockholder Representative. (f) The Company Stockholders acknowledge and agree that the Stockholder Representatives may incur costs and expenses on behalf of the Stockholders in their capacity as Stockholder Representatives ("Representative Expenses"). Each of the Company Stockholders agrees to pay the Stockholder Representatives, promptly upon demand by the Stockholder Representative Expenses. Following the termination therefor, a percentage of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder any Representative Expenses from any remaining portion of equal to such Stockholder's ownership interest in the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting Company as set forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundSchedule 2.2 hereto. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By voting in favor of the Indemnifying Parties adoption of this Agreement, the approval of the principal terms of the Mergers, and the consummation of the Mergers or participating in the Mergers and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Mergers, each Stockholder shall be deemed to have approved the designation of, and hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as designates, the Stockholder Representative as the representative, agent and attorney-in-fact for and on their behalf to give of the Stockholders and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either each Stockholder (i) necessary agrees that all actions taken by the Stockholder Representative under this Agreement or appropriate any Ancillary Agreement shall be binding upon such Stockholder and its successors as if expressly confirmed and ratified in writing by such Stockholder, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the judgment of either action of the Stockholder Representative taken in good faith under this Agreement or the Ancillary Agreements. The Stockholder Representative shall take or refrain from taking any and all actions that they believe are necessary under this Agreement for the accomplishment and on behalf of the foregoing or (ii) specifically mandated Stockholders, as fully as each such Stockholder were acting on its own behalf. All actions taken by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Stockholder Representative may not under this Agreement shall be removed unless holders binding upon each Stockholder and its successors as if expressly confirmed and ratified in writing by each of a two thirds interest of the Escrow Fund agree to such removal them and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative all defenses which may be filled by available to any Stockholder to contest, negate or disaffirm the holders of a majority in interest of the Escrow Fund. No bond shall be required action of the Stockholder Representative, and the Stockholder Representative shall not receive taken in good faith under this Agreement or any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Partiesother Ancillary Agreement are waived. (b) The If the Stockholder Representative shall not resign or otherwise be liable unable to fulfill their responsibilities as representative of the Stockholders, the Stockholders shall, within ten (10) days after the occurrence of such event, appoint a successor representative and, promptly thereafter, shall notify Buyer of the identity of such successor. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement and the other Ancillary Agreements. If for any act done or omitted hereunder as reason there is no Stockholder Representative while acting at any time, all references herein or in good faith any other Ancillary Agreement to the Stockholder Representative shall be deemed to refer to each Stockholder. (c) The immunities and in rights to indemnification of the exercise of reasonable judgment. Any loss, liability Stockholder Representative shall survive the resignation or expense incurred without negligence or bad faith on the part removal of the Stockholder Representative and the Closing or any termination of this Agreement and any other Ancillary Agreement. The powers, immunities and rights to indemnification granted to the Stockholder Representative hereunder are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Stockholder and shall be binding on any successor thereto. (d) Except in cases of fraud, intentional misconduct or gross negligence, the Stockholder Representative will have no Liability to any Buyer Party, any Company Party or their respective successors or assigns with respect to actions taken or omitted to be taken in good faith in their capacity as the Stockholder Representative and shall be entitled to indemnification and reimbursement from the Stockholders against any loss, liability, fees or expenses arising out of actions taken or omitted to be taken in connection with the acceptance or administration of good faith in their capacity as the Stockholder Representative's duties hereunder. (e) Parent and Buyer shall be entitled to rely upon any document or other paper delivered by the Stockholder Representative as being authorized by each Stockholder, including and neither Parent nor Buyer shall be liable to the reasonable fees Stockholder Representative or any Stockholder for any action taken or omitted to be taken by Parent or Buyer based on such reliance. All decisions and expenses of any legal counsel retained actions by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that including any agreement between the Stockholder Representative and Buyer relating to the defense or settlement of any claims for which any Stockholder may be required to indemnify the Buyer Indemnitees pursuant to Section 10, shall be binding upon each Stockholder, and no Stockholder shall have the right to be reimbursed solely from object, dissent, protest or otherwise contest the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundsame. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By the approval and adoption of this Agreement in the Company Stockholder Approval pursuant to Delaware law, the Company Equity Holders are hereby deemed to irrevocably appoint, and by participating in the Merger and receiving the benefits thereof, each Company Equity Holder is hereby deemed to irrevocably appoint Dumb Money, LLC as agent and attorney-in-fact for and on behalf of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent other Common Stockholders and attorney in fact as is the Stockholder Representative for all purposes under this Agreement. Without limiting the generality of the foregoing, the Stockholder Representative has full power and authority, on their behalf of each Company Equity Holder and his, her or its successors and assigns, to give (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Company Equity Holders in connection herewith, including the Adjustment Escrow Agreement, (ii) execute and deliver and receive notices deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and communicationsother documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, to authorize payment to including the Parent from Adjustment Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement and the Available Adjustment Escrow Fund in satisfaction of claims by ParentAgreement, to object to such payments, to (iv) agree to, negotiate, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either judgement of the Stockholder Representative for the accomplishment of the foregoing foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the judgment of the Stockholder Representative on behalf of the Company Equity Holders in connection with this Agreement, (iivii) specifically mandated by make any determinations and settle any matters in connection with the adjustments in Section 2.10, (viii) authorize delivery to Parent of the Deficiency Amount or any portion thereof pursuant to Section 2.10, (ix) distribute the Representative Holdback Amount and any earning and proceeds thereon, (x) pay any expenses of the Company Equity Holders or the Stockholder Representative from the Representative Holdback Amount and (xi) deduct, hold back or redirect any funds which may be payable to any Company Equity Holder pursuant to the terms of this Agreement. Such agency , the Adjustment Escrow Agreement, or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, any amount that may be changed payable by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesCompany Equity Holder hereunder. (b) The Stockholder Representative requires that a portion of the Aggregate Base Cash Amount in an amount equal to the Representative Holdback Amount be withheld by (and deposited with) the Representative, on behalf of the Company Equity Holders, to satisfy potential future obligations of the Company Equity Holders; provided that the portion of the Representative Holdback Amount delivered to, and held by, the Stockholder Representative on behalf of each Company Equity Holder shall be determined by the Stockholder Representative. The Representative Holdback Amount shall be retained by the Stockholder Representative for such time as the Stockholder Representative shall determine in its sole discretion. Any remaining amounts from the Representative Holdback Amount allocable to the Common Stockholders shall be distributed by the Stockholder Representative to the Common Stockholders and the portion of the remaining amount of the Representative Holdback Amount allocable to the holders of Options, Performance Unit Awards and Vested RSU Awards shall be paid to the Surviving Corporation, by wire transfer of immediately available funds to a bank account designated by the Surviving Corporation, for payment to the holders of Options, Performance Unit Awards and Vested RSU Awards; provided that the Stockholder Representative shall have delivered to the Surviving Corporation written instructions stating the portions of such amount to be paid to the holders of Options, Performance Unit Awards and Vested RSU Awards and Parent and the Surviving Corporation shall be entitled to rely conclusively upon such written instruction by the Stockholder Representative and the method of distribution employed by the Stockholder Representative, including with respect to whether any individual Common Stockholder received the appropriate portion of any such distribution, and in no event will Parent, the Surviving Corporation or any of their Affiliates have any liability to any person on account of such payments or distributions. (c) In the event that the Stockholder Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Common Stockholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the voting power represented by the Common Stock issued and outstanding immediately prior to the Effective Time shall select another representative to fill such vacancy, and such substituted representative shall be deemed to be the Stockholder Representative for all purposes of this Agreement. (d) Parent and the Surviving Corporation shall be able to rely conclusively on any instructions given and actions taken by the Stockholder Representative as the instruction and decision of each Company Equity Holder in all matters referred to herein, and no party hereto or Company Equity Holder shall have any cause of action against Parent or the Surviving Corporation for any action taken by Parent or the Surviving Corporation in reliance upon the written instructions or decisions of the Stockholder Representative. (e) The Stockholder Representative will not be liable for any act done or omitted hereunder under this Agreement as the Stockholder Representative while acting in good faith and faith, except in the exercise case of reasonable judgment. Any loss, liability or expense incurred without gross negligence or bad faith on intentional misconduct. Parent agrees that it will not look to the part personal assets of the Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Company (pre‑Closing) or the Company Equity Holders. In performing any of its duties under this Agreement or any agreements or documents executed and delivered in connection herewith, the Stockholder Representative will not be liable to the Company Equity Holders for any losses that any Person may incur as a result of any act, or failure to act, by the Stockholder Representative under this Agreement or any agreements or documents executed and delivered in connection herewith, and the Stockholder Representative will be indemnified and held harmless by the Company Equity Holders for all losses, except to the extent that the actions or omissions of the Stockholder Representative were taken or omitted not in good faith. The limitation of liability provisions of this Section 10.1(f) will survive the termination of this Agreement and arising out of or in connection with the acceptance or administration resignation of the Stockholder Representative's duties hereunder, including the . (f) All reasonable fees and expenses of any legal counsel retained incurred by the Stockholder Representative, Representative in connection with this Agreement shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties paid by the Company Equity Holders on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree a pro rata basis; provided that the Stockholder Representative shall have the right to be reimbursed solely first make payment of such fees and expenses from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period Holdback Amount and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled authorized to recover for withhold from any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES distribution made to the average closing sale price of one share of Parent Common Stock as reported on Company Equity Holders from the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment Adjustment Escrow Amount any amounts reasonably anticipated to be necessary to pay for such Stockholder reasonable fees and expenses in excess of the Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundHoldback Amount. (cg) A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver The provisions of this Agreement pursuant to Section 8.1 hereof10.1 are independent and severable, shall constitute a decision of the Indemnifying Parties are irrevocable and coupled with an interest and shall be final, binding and conclusive upon enforceable notwithstanding any rights or remedies that any Company Equity Holder may have in connection with the Indemnifying Parties; 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. Parent is hereby relieved from any liability to any person for any acts done transactions contemplated by them in accordance with such decision, act, consent or instruction of the Stockholder Representativethis Agreement.

Stockholder Representative. (a) Each Upon the adoption of this Agreement and the approval of the Indemnifying Parties Merger and the transactions contemplated hereby appoint Xxxxx Xxxxx as its agent by the Stockholders and attorney in fact as without further act of any Stockholder, each Stockholder designates and appoints the Stockholder Representative as such Stockholder’s agent and attorney-in-fact with full power and authority to act for and on their behalf of each Stockholder (i) to give and receive notices and communications, (ii) to accept service of process on behalf of the Stockholder pursuant to Section 10.11, (iii) to authorize payment delivery to the Parent Purchaser of cash or Shares from the Available Escrow Fund in satisfaction of claims for indemnification made by ParentPurchaser under Article 9, to object to such payments, (iv) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders Judgments of courts or other Governmental Authorities and awards of arbitrators arbitrators, with respect to, any claims by any Purchaser Indemnified Party against any Stockholder or by any Stockholder against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and any Stockholder, in each case relating to such claimsthis Agreement or the transactions contemplated by this Agreement, (v) to hold the Note for the Stockholders and to exercise all rights and remedies under the Note on behalf of the Stockholders and (vi) to take all other actions that are either (ix) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (iiy) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 each of the Indemnifying PartiesStockholders for all purposes under this Agreement. The rights of the Stockholders to receive disbursements under this Agreement will be conditioned upon and subject to the right of the Stockholder Representative to take any and all actions and make any and all decisions required or permitted to be taken or made by the Stockholder Representative under this Agreement or the Escrow Agreement. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder may delegate its authority as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part to any one of the Stockholder Representative and arising out Stockholders for a fixed or indeterminate period of time upon not less than 10 Business Days’ prior written notice to the Purchaser in accordance with Section 10.2. In the event of the dissolution or in connection with the acceptance or administration incapacity of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained a successor Stockholder Representative will be elected promptly by the Stockholders whose interests constitute, in the aggregate, not less than a majority of the Merger Consideration and the Stockholders will so notify the Purchaser. Each successor Stockholder Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the term “Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for ” as used in this Agreement includes any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the successor Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute Representative constitutes a decision of the Indemnifying Parties all Stockholders and shall be is final, binding and conclusive upon the Indemnifying Parties; Stockholders, and Parent the Purchaser, Escrow Agent and any Indemnified Party 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 PartiesStockholders. Parent is The Purchaser and Escrow Agent are hereby relieved from any liability Liability to any person Person for any acts done or omissions by them the Purchaser or Escrow Agent, as applicable, in accordance with such decision, act, consent or instruction of the Stockholder Representative. Without limiting the generality of the foregoing, the Purchaser and Escrow Agent are entitled to rely, without inquiry, upon any document delivered by the Stockholder Representative as being genuine and correct and having been duly signed or sent by the Stockholder Representative. (d) The Stockholder Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Stockholder Representative absent intentional fraud. The Stockholders will severally indemnify and hold harmless the Stockholder Representative from and against any Losses the Stockholder Representative may suffer as a result of any such action or omission. All of the immunities and powers granted to the Stockholder Representative under this Agreement will survive the Closing and/or any termination of this Agreement and the Escrow Agreement. (e) The Stockholder Representative will receive no compensation for services as the Stockholder Representative. The Stockholders will reimburse, on a pro rata basis in proportion to their interest in the Merger Consideration, the Stockholder Representative for professional fees and expenses of any attorney, accountant or other advisors retained by the Stockholder Representative and other reasonable out-of-pocket expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative’s duties under this Agreement. The Company and the Stockholder Representative will, within five Business Days of the Closing Date, direct by joint written notice(s) to the Escrow and Exchange Agent, that on the Closing Date a portion of the Closing Disbursement having a value of or as near as possible to $100,000 (the “Stockholder Representative Fund Shares”), calculated based the Purchaser Closing Stock Price, will be withheld and issued directly by the Escrow and Exchange Agent to an account maintained by the Escrow and Exchange Agent or such other financial institution selected by the Stockholder Representative pursuant to, and in accordance with, the Escrow Agreement as designated in such notice, solely as a fund for the fees and expenses (including legal fees and expenses) of the Stockholder Representative incurred in connection with this Agreement (the “Stockholder Representative Fund”), with any balance of the Stockholder Representative Fund not incurred for such purposes to be returned to the Stockholders in accordance with the Escrow Agreement, and such Stockholder Representative Fund will not be available to any Purchaser Indemnified Party in satisfaction of any indemnification obligations of the Stockholders hereunder. In the event that the Stockholder Representative Fund will be insufficient to satisfy the expenses of the Stockholder Representative, and in the event there are any remaining funds or Merger Consideration in the Escrow Fund to be distributed to the Stockholders immediately prior to the final distribution from the Escrow Fund to the Stockholders pursuant to the Escrow Agreement, the Stockholder Representative will be entitled to recover any such expenses from the Escrow Fund to the extent of such funds or Merger Consideration immediately prior to the distribution of funds to the Stockholders following expiration of the Indemnification Period. The Stockholders agree that all interest or other income earned from the investment of the Stockholder Representative Fund in any Tax year will be reported as allocated to the Stockholders in proportion to their interests in the Stockholder Representative Fund. Each Stockholder will deliver to the Escrow and Exchange Agent a properly executed IRS Form W-9 or appropriate IRS Form W-8. This appointment and grant of power and authority by the Stockholders to the Stockholder Representative pursuant to this Section 10.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Stockholder or by operation of Law, whether upon the death or incapacity of any Stockholder, or by the occurrence of any other event. (f) From and after the Effective Time, Purchaser will cause the Surviving Corporation to provide the Stockholder Representative with reasonable access to information about the Surviving Corporation and the reasonable assistance of the officers and employees of Purchaser and the Surviving Corporation for purposes of performing its duties and exercising its rights under this Agreement.

Stockholder Representative. (a) Each Xxxxx Xxxxxx is hereby appointed as of the Indemnifying Parties hereby appoint Xxxxx Xxxxx date hereof as its the agent and attorney in attorney-in-fact of the Holders as the Stockholder Representative for and on their behalf of the Holders to give and receive notices and communicationscommunications in connection with this Agreement and related matters, to authorize payment to the Parent from the Available Escrow Fund including in satisfaction of connection with claims by Parent, to object to such payments, for indemnification under Section 2.05 and to agree to, negotiate, negotiate and enter into settlements settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to to, such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Holders from time to time upon not less than 30 ten (10) days prior written notice to Parentthe Company; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds interest majority of the Escrow Fund Holders (as determined by the respective Indemnity Pro Rata Shares) agree in writing to such removal and to the identity of the substituted agent. A In the event of a resignation of the Stockholder Representative or other vacancy in the position of the Stockholder Representative Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow FundHolders (as determined by the respective Indemnity Pro Rata Shares). 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 Indemnifying PartiesHolders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as the Stockholder Representative while acting in good faith and without gross negligence or willful misconduct. The Holders shall indemnify and defend the Stockholder Representative on a pro rata basis and hold the Stockholder Representative harmless (in the exercise of reasonable judgment. Any losseach case, liability based on their respective Indemnity Pro Rata Shares) from and against any losses, claims, damages or expense liabilities, actions or proceedings (whether commenced or threatened) and expenses incurred (collectively, “Liabilities”) without negligence gross negligence, willful misconduct 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 ’s duties hereunder, including court costs or the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf ”), in each case as such Stockholder Representative Expense is incurred or suffered; provided, that in the Aggregate Escrow Amount event it is finally adjudicated that a Stockholder Representative Expense or any portion thereof was contributed to primarily caused by the Escrow Fund agree that bad faith, gross negligence or willful misconduct of the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for LossesRepresentative, the Stockholder Representative shall have will reimburse the right to recover Holders the amount of such indemnified Stockholder Representative Expenses from any remaining portion Expense attributable to such bad faith, gross negligence of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundwillful misconduct. (c) 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 Section 8.1 3.03 hereof, shall constitute a decision of all the Indemnifying Parties Holders and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may Holders. The Company is entitled to rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of all the Indemnifying PartiesHolders. Parent The Company is hereby relieved from any liability Liability to any person Person for any acts done by them the Company in accordance with such decision, act, consent or instruction of the Stockholder Representative. (d) Any obligation or election to provide notice, documentation, information or other form of communication in connection with this Agreement to any Holder, Seller or Participating Holder shall be deemed satisfied if so provided to the Stockholder Representative, in lieu of such Holder, Seller or Participating Holder, and it shall be as if such notice, documentation, information or other form of communication provided to the Stockholder Representative were provided directly and concurrently to such Holder, Seller or Participating Holder.

Stockholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Indemnifying Parties hereby appoint any Company Stockholder, Xxxxx Xxxxx Xxxxxxxxx shall be appointed as its agent and attorney in attorney-in-fact as (the "Stockholder Representative Representative") for each Company Stockholder, for and on their behalf of the Company Stockholders, to give and receive notices and communications, to authorize payment delivery to the Parent of shares of Parent Common Stock from the Available Escrow Fund in satisfaction of claims by Parent, to object to such paymentsdeliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Indemnifying Parties Company Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of in the Escrow Fund agree to such removal and to the identity of the substituted agent. A Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of in the Escrow Fund. No bond shall be required of the Stockholder RepresentativeRepresentatives, and the a Stockholder Representative shall not receive any compensation for its his or her services. Notices or communications to or from the Stockholder Representative Representatives shall constitute notice to or from each of the Indemnifying PartiesCompany Stockholder. (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. Any The Company 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 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, Representative shall constitute a decision of all Company Stockholders for whom a portion of the Indemnifying Parties Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Company Stockholders, and the Indemnifying Parties; Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative Representatives as being the decision, act, consent or instruction of the Indemnifying Partieseach and every such Company Stockholder. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each Upon the adoption of this Agreement and the approval of the Indemnifying Parties First Merger and the transactions contemplated hereby appoint Xxxxx Xxxxx as its agent by the Company Stockholders and attorney in fact without further act of any Company Stockholder, Xxx Xxxx (the “Stockholder Representative”) shall be appointed as the Stockholder Representative for and on their behalf hereunder to give and receive notices and communications, to authorize payment to the any Parent Indemnified Party from the Available Escrow Fund in satisfaction of claims and Losses by Parenta Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsclaims or Losses, to receive payments on behalf of the Company Stockholders due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent, Merger Sub or Merger Sub II under this Agreement following the First Effective Time, to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Company Stockholders in connection with any claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however that such agency shall apply only to matters affecting all or most of the Company Stockholders and any matter that affects only an individual Company Stockholder shall be addressed by Parent and such Company Stockholder. Such agency may be changed by the Indemnifying Parties Company Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesCompany Stockholders. (b) The 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 Company Stock Merger Consideration and not jointly, obligated to indemnify the Stockholder Representative while acting in good faith and in hold the exercise of reasonable judgment. Any 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 ’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 9.3(b) to the Company Stockholders of any proceeds remaining in the Escrow Fund, the Stockholder Representative shall be referred entitled to herein 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 Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed pursuant to this Agreement to the Escrow Fund agree 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 10.1(a) is coupled with an interest and is being granted, in part, as an inducement to Parent, Merger Sub and Merger Sub II to enter into this Agreement, and shall have be irrevocable and survive the right to death, incompetency, bankruptcy or liquidation of the Company or any Company Stockholder shall be reimbursed solely from 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 for Fund. (d) In connection with the Stockholder Representative Expenses. Following the termination performance of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Lossesits obligations hereunder, the Stockholder Representative shall have the right at any time and from time to recover time to select and engage, at the cost and expense of the Company Stockholders (as contemplated by Section 10.1(b)), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Stockholder Representative Expenses from may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder. (e) In dealing with this Agreement and any remaining portion instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, powers conferred upon the Stockholder Representative shall deliver to Parent a certificate setting forth hereunder or thereunder, (i) the Stockholder Representative Expenses 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 Company by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document other than with respect to intentional fraud of the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock , and (ii) the Stockholder Representative shall be entitled to recover for 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 Expenses hereunder, each share of Parent Common Stock pursuant to such advice shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES in no event subject the Stockholder Representative to liability to the average closing sale price of one share of Company Stockholders, Parent Common Stock as reported on or the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundSurviving Company. (cf) All of the immunities and powers granted to the Stockholder Representative under this Agreement shall survive the Closing and/or any termination of this Agreement. (g) 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 Article IV or Section 8.1 hereof10.5, as applicable, shall constitute a decision of the Indemnifying Parties Company Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesCompany Stockholders; and Parent and the Surviving Company 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 PartiesCompany Stockholders. Parent is and the Surviving Company are hereby relieved from any liability Liability to any person 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 its 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, and each of the Stockholder Representative Documents will be at or prior to the Closing, 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 (regardless of whether enforcement is sought in a proceeding at law or in equity).

Stockholder Representative. (a) Each Upon the adoption of this Agreement and the approval of the Indemnifying Parties Merger and the transactions contemplated hereby appoint Xxxxx Xxxxx as its agent by the Company Stockholders and attorney in fact without further act of any Company Stockholder or any holder of Company Stock Options, Carlyle Venture Partners, L.P. (the "Stockholder Representative") shall be appointed as the Stockholder Representative for and on their behalf hereunder to give and receive notices and communications, to authorize payment to the any Parent Indemnified Party from the Available Escrow Fund in satisfaction of claims and Losses by Parenta Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsclaims or Losses, to receive payments on behalf of the Company Stockholders and holders of Company Stock Options due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent or Merger Sub under this Agreement following the Effective Time to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Company Stockholders and the holders of Company Stock Options in connection with any claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Company Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 60 shall constitute notice to or from the Indemnifying PartiesCompany Stockholders and holders of Company Stock Options. (b) The Stockholder Representative shall not be liable for any act done or omitted without gross negligence and or bad faith hereunder as Stockholder Representative. Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Company Stockholders and the holders of Company Stock Options shall be, severally based on such Company Stockholder's or holder's of Company Stock Options pro rata share of the Aggregate Consideration and not jointly, obligated to indemnify the Stockholder Representative while acting in good faith and in hold the exercise of reasonable judgment. Any 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 9.3(c) to the Company Stockholders and the holders of Company Stock Options of any proceeds remaining in the Escrow Fund, the Stockholder Representative shall be referred entitled to herein 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 Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed pursuant to this Agreement to the Escrow Fund agree extent that the Stockholder Representative shall have the right Reserve would be insufficient to be reimbursed solely from pay and reimburse fees and expenses of third parties. (c) The grant of authority provided for in this Section 10.1: (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 Fund for Agreement, and shall be irrevocable and survive the Stockholder Representative Expenses. Following the termination death, incompetency, bankruptcy or liquidation of the Company or any Company Stockholder or holder of a Company Stock Option and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Stockholder or holder of a Company Stock Option of the whole or any fraction of his, her or its interest in the Escrow Period Fund. (d) In connection with the performance of its obligations hereunder and under the resolution of all pending claims made by the Parent Indemnified Parties for LossesEscrow Agreement, the Stockholder Representative shall have the right at any time and from time to recover time to select and engage, at the cost and expense of the Company Stockholders and holders of Company Stock Options (as contemplated by Section 10.1(b), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Stockholder Representative Expenses from may 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 remaining portion instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, powers conferred upon the Stockholder Representative shall deliver to Parent a certificate setting forth hereunder or thereunder, (i) the Stockholder Representative Expenses 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 and holders of Company Stock Options, 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 willful misconduct 61 or gross negligence on the part of the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock , and (ii) the Stockholder Representative shall be entitled to recover for 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 Expenses hereunder, each share of Parent Common Stock pursuant to such advice shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES in no event subject the Stockholder Representative to liability to the average closing sale price Company Stockholders and holders of one share of Company Stock Options, Parent Common Stock as reported on or the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundSurviving Corporation. (cf) All 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 but not limited to an amendment, extension or waiver of this Agreement pursuant to Article IV or Section 8.1 hereof10.6, as applicable, shall constitute a decision of the Indemnifying Parties Company Stockholders and holders of Company Stock Options and shall be final, binding and conclusive upon the Indemnifying PartiesCompany Stockholders and holders of Company Stock Options; 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 Indemnifying PartiesCompany Stockholders. The Escrow Agent, Parent is and the Surviving Corporation are hereby relieved from any liability Liability to any person 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 its 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, and each of the Stockholder Representative Documents will be at or prior to the Closing, 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) Each of In the Indemnifying Parties hereby appoint Xxxxx Xxxxx event the Stockholder Representative shall die or resign or otherwise terminate his status as its agent and attorney in fact such, his successor shall be Xxxxxxx X. Xxxxxx or such other person as the Stockholder Representative for and on their behalf to give and receive notices and communicationsmay appoint. If the successor Stockholder Representative shall die or resign or otherwise terminate his status as such, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims his successor shall be any person appointed by Parentsuch successor Stockholder Representative or, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment case of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated his failure to appoint a successor after a vacancy has been created, elected by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior vote or written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders consent of a majority in interest of the Escrow FundStockholders. No bond shall be required All decisions of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its servicesbe binding upon the Stockholders. Notices or communications to or from the The Stockholder Representative shall constitute notice to keep the Stockholders reasonably informed of his or from the Indemnifying Partiesher material decisions. (b) The Stockholder Representative shall not be liable for is authorized to take any act done action deemed by him appropriate or omitted hereunder as necessary to carry out the provisions of, and to determine the rights of the Stockholders under this Agreement. The Stockholder Representative while acting in good faith shall serve as the agent of the Stockholders for all purposes related to this Agreement, including without limitation service of process upon the Stockholders. By execution of this Agreement, the Stockholder Representative accepts and in agrees to diligently discharge the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part duties and responsibilities of the Stockholder Representative set forth in this Agreement without compensation for his services hereunder. The authorization and arising out of or in connection with the acceptance or administration designation of the Stockholder Representative's duties hereunder, including Representative under this Section 7(b) shall be binding upon the reasonable fees successors and expenses assigns of any legal counsel retained by each Stockholder. Helix and the Escrow Agent shall be entitled to rely upon such authorization and designation and shall be fully protected in dealing with the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative and shall have no duty to inquire into the right authority of any person reasonably believed by any of them to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction The Stockholder Representative (i) shall not be liable to any of the Stockholders for any error of judgment, or action taken or omitted in good faith, or mistake of fact or law unless caused by his own gross negligence or willful misconduct, (ii) shall be entitled to treat as genuine any letter or other document furnished to him by Helix, the Stockholders or the Escrow Agent and believed by him to be genuine and to have been signed and presented by the proper party or parties, and (iii) shall be reimbursed, upon presentation of an invoice, from the Escrowed Shares, in an amount sufficient after sale of such released shares, to pay all counsel fees and other out-of-pocket expenses incurred by the Stockholder Representative in connection with this Agreement. (d) The Stockholder Representative, including but not limited warrants and agrees that he is authorized to an amendment, extension or waiver of execute this Agreement pursuant to Section 8.1 hereof, shall constitute a decision agreement for and on behalf of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder RepresentativeStockholders.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Xxxx Xxxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any Indemnifying Party, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any The Indemnifying Parties on whose behalf the Escrow Amount was contributed to the Escrow Fund 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses”). Following the termination of the Escrow Period and Period, the resolution of all pending Unresolved Claims and the satisfaction of all claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent the Escrow Agent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representativeactually incurred. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 8.3 and Section 8.4 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive 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 is 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.

Stockholder Representative. (a) The Stockholder Representative will be designated by Regence Blue Shield and shall initially be Xxxx Xxxxxxxx. The Stockholder Representative is hereby designated to serve as the representative of each Company Escrow Party with respect to the matters set forth in this Agreement and the Related Agreements to be performed by the Stockholder Representative. Each of the Indemnifying Parties Company Escrow Party hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as irrevocably appoints the Stockholder Representative as agent and attorney-in-fact for each such Company Escrow Party, for and on their behalf of each such Company Escrow Party, with full power and authority to give represent each Company Escrow Party and receive notices such Company Escrow Party’s successors and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators assigns with respect to such claims, all matters arising under this Agreement and to take all other actions that are either (i) necessary or appropriate in the judgment of either of taken by the Stockholder Representative for under this Agreement will be binding upon each such Company Escrow Party and such Company Escrow Party’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the accomplishment generality of the foregoing or (ii) specifically mandated by foregoing, the Stockholder Representative has full power and authority, on behalf of each Company Escrow Party and such Company Escrow Party’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim for indemnification under this Agreement, to negotiate and compromise any dispute that may arise under this Agreement and to sign any releases or other documents with respect to any such dispute. Such agency may A Company Escrow Party will be changed by the Indemnifying Parties from time deemed a party or a signatory to time upon not less than 30 days prior written notice to Parent; providedany agreement, howeverdocument, that instrument or certificate for which the Stockholder Representative may not be removed unless holders signs on behalf of a two thirds interest of the such Company Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesParty. (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. Any loss, liability or expense incurred without negligence or bad faith on the part of Neither 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 nor any legal counsel retained agent employed by the Stockholder Representative, it shall be referred incur any liability to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate any Company Escrow Amount was contributed Party relating to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination performance of the Escrow Period and the resolution its duties hereunder or any of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundits omissions or actions with respect thereto. (c) A decisionSubject to applicable law and professional standards of conduct, actParent, Merger Sub, Company and the Surviving Company each hereby consent or instruction of to allow the Stockholder Representative, including but not limited as the representative of the Company Stockholders, to an amendmentuse Xxxxxxx Xxxxxxx Street LLP (the “Firm”) in connection with any dispute arising out of, extension or waiver of interpretation of, this Agreement pursuant or any other document or agreement contemplated herein. Parent, Merger Sub, Company and the Surviving Company recognize that the Firm has been providing advice to Section 8.1 hereofthe Stockholder Representative, Company, the Company Stockholders, and their directors, officers, shareholders, accounting firm, and/or employees, and Parent, Merger Sub, Company and the Surviving Company agree that all pre-Closing communications between the Company and the Firm made in connection with the negotiation, preparation, execution, delivery and Closing under this Agreement, shall constitute a decision of continue after the Indemnifying Parties Closing and shall for all purposes be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of deemed to be privileged communications between the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with and such decision, act, consent or instruction of the Stockholder Representativecounsel.

Stockholder Representative. (a) Each In order to administer the transactions contemplated by this Agreement and the Escrow Agreement, including the indemnification obligations of the Indemnifying Parties Company Stockholders under this Article VIII, the Company Stockholders hereby designate and appoint Xxxxx Xxxxx G. Felda Hardymon as its their sole and exclusive representative for purposxx xx xxxx Xxxeement and the Escrow Agreement and as attorneys-in-fact and agent and attorney in fact as the Stockholder Representative for and on their behalf to give and receive notices and communicationsof each Company Stockholder (in such capacity, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of"Stockholder Representative"), and demand arbitration and comply with orders of courts and awards of arbitrators with respect to G. Felda Hardymon accepts such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the appointment as 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesRepresentativx. (b) The Company Stockholders hereby authorize the Stockholder Representative to represent the Company Stockholders, and their successors, with respect to all matters arising under this Agreement and the Escrow Agreement, including without limitation, (i) to take all action necessary in connection with the indemnification obligations of the Stockholders under this Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto, (ii) to give and receive all notices required to be given by or to any Company Stockholder under this Agreement and the Escrow Agreement, (iii) to execute the Escrow Agreement for and on behalf of the Company Stockholders, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the Stockholder Representative pursuant to this Agreement and the Escrow Agreement. (c) In the event that G. Felda Hardymon or any substitute Stockholder Representative dies, bexxxxx xxxxxx xo perform his responsibilities as Stockholder Representative or resigns from such position, the Company Stockholders having an aggregate Ownership Percentage Interest as set forth on the Closing Stockholder Schedule referred to in Section 2.1(g) greater than 50% shall select another representative to fill such vacancy and such substituted Stockholder Representative shall be deemed to be the Stockholder Representative for all purposes of this Agreement and the Escrow Agreement. (d) All decisions and actions by the Stockholder Representative, including without limitation any agreement between the Stockholder Representative and the Buyer or the Escrow Agent relating to indemnification obligations of the Stockholders under this Article VIII, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Company Stockholders, and no Company Stockholders shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative shall incur no liability to the Company Stockholders with respect to any action taken or suffered by the Stockholder Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Company Stockholders under this Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Stockholder Representative's own willful misconduct or gross negligence. The Stockholder Representative may, in all questions arising under this Agreement or the Escrow Agreement rely on the advice of counsel, and shall not be liable to the Company Stockholders for any act done anything done, omitted or omitted hereunder as Stockholder Representative while acting suffered in good faith by the Stockholder Representative. The Company Stockholders shall severally indemnify the Stockholder Representative and in the exercise of reasonable judgment. Any hold him or her 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 his or her duties hereunder. (e) The Buyer and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Stockholder Representative with respect to the indemnification obligations of the Company Stockholders under this Article VIII, including the defense or settlement of any claims or the making of payments with respect thereto, or as to any other actions required or permitted to be taken by the Stockholder Representative hereunder, and no party hereunder shall have any cause of action against the Buyer or the Escrow Agent to the extent the Buyer or the Escrow Agent has relied upon the instructions or decisions of the Stockholder Representative's duties hereunder, including the reasonable fees . (f) The Company Stockholders acknowledge and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have may incur costs and expenses on behalf of the right to be reimbursed solely from the Escrow Fund for the Company Stockholders in his capacity as Stockholder Representative ("Representative Expenses"). Following the termination Each of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right Company Stockholders agrees to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction of pay the Stockholder Representative, including but not limited promptly upon demand by the Stockholder Representative therefor, a percentage of any Representative Expenses equal to such Company Stockholder's Ownership Percentage Interest as set forth on the Closing Stockholder Schedule referred to in Section 2.1(g), provided that no Company Stockholder shall be required to pay, in the aggregate, Representative Expenses in an amendment, extension or waiver amount in excess of this Agreement the value of such Company Stockholder's Ownership Percentage Interest in the Escrow Shares initially deposited in escrow pursuant to Section 8.1 hereof2.3(b) (valuing the Escrow Shares for this purpose at $84.5705 per share, shall constitute a decision of subject to splits, combinations and the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representativelike affecting Buyer Common Stock).

Stockholder Representative. For purposes of this Agreement, the stockholders of Target, without any further action on the part of any such stockholder, shall be deemed to have consented to the appointment of Guy Xxxxxx xx the representative of such stockholders (a) Each the "Stockholder Representative"), as the attorney-in-fact for and on behalf of each such Stockholder, and the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as taking by the Stockholder Representative for of any and on their behalf all actions and the making of any decisions required or permitted to give and receive notices and communicationsbe taken by him under this Agreement, including, without limitation, the exercise of the power to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to (i) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsIndemnification Claims, (ii) resolve any Indemnification Claims and to (iii) take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by and all of the terms other terms, conditions and limitations of this Agreement. Such agency may Accordingly, the Stockholder Representative has unlimited authority and power to act on behalf of each stockholder of Target with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The stockholders of Target will be changed bound by all actions taken by the Indemnifying Parties from time Stockholder Representative in connection with this Agreement and Buyer shall be entitled to time rely on any action or decision of the Stockholder Representative. The Stockholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon not less than 30 days prior written notice any notice, direction, instruction, consent, statement or other document believed by it to Parent; providedbe genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), howevernor for any other action or inaction, that except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Stockholder Representative may not be removed unless holders rely on the advice of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representativecounsel, and for anything done, omitted or suffered in good faith by 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without negligence or bad faith based 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Lossessuch advice, the Stockholder Representative shall have the right will not be liable to recover the anyone. The Stockholder Representative Expenses from will not be required to take any remaining portion action involving any expense unless the payment of the Available Escrow Fund prior such expense is made or provided for in a manner satisfactory to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundit. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) calendar days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed or any change to the agency made unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agentagent or such change. A Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be filled by the holders of a majority two-thirds 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 Indemnifying PartiesStockholders. (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. Any The Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses”). Following the termination of the Escrow Period and Period, the resolution of all pending Unresolved Claims and the satisfaction of all claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying PartiesStockholders, and prior to any such distribution, the Stockholder Representative shall deliver to Parent the Escrow Agent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representativeactually incurred. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 8.3 and Section 8.4 hereof, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Jeffrey R. Beir as its agent and attorney in fact attorney-in-act, as the Stockholder Representative for Rxxxxxxxxxxxxx xor and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund Funds in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless during the Escrow Period (and any extension thereof) holders of a two two-thirds interest of the Escrow Fund Funds agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow FundFunds. 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 Indemnifying PartiesStockholders. (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. Any The Stockholders on whose behalf the Escrow Amounts were contributed to the Escrow Funds 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 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, shall be referred to herein as Representative ("Stockholder Representative ExpensesSTOCKHOLDER REPRESENTATIVE EXPENSES"). The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 SECTION 8.3 and SECTION 8.4 hereof, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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) By their approval of this Agreement, 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, and any of its affiliates, for any action or inaction taken or not taken by the Stockholder Representative in connection herewith, except to the extent that any such claims arise out of the Stockholder Representative's gross negligence or bad faith.

Stockholder Representative. (a) Each In the event that this Agreement is adopted by the Company Stockholders, effective upon such vote, and without any further action of any Indemnifying Party, Dxx Avida shall be appointed as the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its Parties’ agent and attorney in attorney-in-fact as the Stockholder Representative for and on their behalf of to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties from time to time upon not less than 30 fifteen (15) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of at least a two thirds majority of the interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. The Indemnifying Parties shall, based on their Pro Rata Portions of the Escrow Fund, be responsible for the payment of all fees and expenses reasonably incurred by the Stockholder Representative in performing its duties under this Agreement, and the Stockholder Representative shall have the right to have any such fees and expenses reimbursed from the Escrow Fund prior to any distribution to the Indemnified Parties of any amounts in the Escrow Fund, to the extent available. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith faith, and in any act done or omitted to be done pursuant to the exercise advice of reasonable judgmentlegal counsel shall be conclusive evidence of such good faith. Any The Indemnifying Parties on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without negligence or gross negligence, bad faith or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, Representative shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive 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 is are hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative.

Stockholder Representative. (a) Each The Stockholders, by the approval and adoption of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as this Agreement, authorize the Stockholder Representative to (i) enter into the Escrow Agreement, (ii) take all action necessary to consummate the transactions contemplated hereby or under the Escrow Agreement, or the defense and/or settlement of any claims for and on their behalf which the Stockholders may be required to indemnify the Purchaser or any other Indemnified Party pursuant to Article X, (iii) give and receive all notices and communications, required to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofbe given under this Agreement, and demand arbitration (iv) take any and comply with orders of courts and awards of arbitrators with respect all additional action as is contemplated to such claims, and to take all other actions that are either (i) necessary be taken by or appropriate in the judgment of either on behalf of the Stockholder Representative for the accomplishment holders of the foregoing or (ii) specifically mandated Shares by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties 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 two thirds interest Agreement or on behalf of the Escrow Fund agree to such removal and Stockholders pursuant to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled Escrow Agreement. (b) All decisions and actions by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, and including without limitation, (i) any agreement between the Stockholder Representative shall not receive and the Purchaser relating to the defense or settlement of any compensation claims for its services. Notices or communications which the Stockholders may be required to or from indemnify the Purchaser pursuant to Article X, (ii) any agreement between the Stockholder Representative Representatives and the Purchaser relating to the determination of the achievement of an event triggering the Purchaser’s payment obligations under Section 1.4 or any other matter relating to Article I, and (iii) any agreement by the Stockholder Representative, the Purchaser and/or the Escrow Agent relating to the Escrow Amount, the Escrow Account or any other issue, term or provision under the Escrow Agreement, shall constitute notice be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or from otherwise contest the Indemnifying Partiessame. (bc) The Stockholder Representative shall not be liable have any liability to any of the parties hereto or to the Stockholders 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. Any The Stockholders shall severally indemnify the Stockholder Representative and hold it 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 its duties hereunder, including the reasonable fees hereunder and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to under the Escrow Fund agree that the Agreement. (d) The Stockholder Representative shall have full power and authority on behalf of each Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the right Stockholders under this Agreement and the Escrow Agreement. (e) By his, her or its approval of this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, each Stockholder agrees, in addition to the foregoing, that: (i) The Purchaser shall be reimbursed solely entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to (i) the settlement of any claims for indemnification by the Purchaser pursuant to Article X or any term or provision of the Escrow Agreement, (ii) actions taken relating to the release and payment of monies from the Escrow Fund for Account under the Escrow Agreement, (iii) actions taken in respect of the determination of the achievement of an event triggering the Purchaser’s payment obligations under Section 1.4 or any other matter relating to Article I, (iv) written instructions provided to the Purchaser by the Stockholder Representative Expenses. Following changing the termination allocation of the Escrow Period and contingent payments among the resolution of all pending claims made Stockholders from the amounts set forth on Exhibit 1.3, or (v) any other actions required or permitted to be taken by the Parent Indemnified Parties for Losses, the Stockholder Representative hereunder or under the Escrow Agreement, and no Stockholder shall have any cause of action against the right to recover Purchaser for any action taken by the Stockholder Representative Expenses from any remaining portion Purchaser in reliance upon the instructions or decisions of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes ; (ii) all actions, decisions and instructions of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against the Stockholder Representative for any action taken, decision made or instruction given by the Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to under this Agreement or the average closing sale price of one share of Parent Common Stock as reported on Escrow Agreement except for fraud or willful misconduct by the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding in connection with the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund.matters described in this Section 11.1; (ciii) A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver provisions of this Agreement pursuant to Section 8.1 hereof11.1 are independent and severable, shall constitute a decision of the Indemnifying Parties are irrevocable and coupled with an interest and shall be final, enforceable notwithstanding any rights or remedied that any Stockholder may have in connection with the transactions contemplated by this Agreement or the Escrow Agreement; and (iv) the provisions of this Section 11.1 shall be binding and conclusive upon the Indemnifying Parties; executors, heirs, legal representatives, personal representatives, successor trustees and Parent may rely upon successors of each Stockholder, and any such decision, act, consent reference in this Agreement to a Stockholder or instruction the Stockholders shall mean and include the successors to the rights of the Stockholder Representative as being Stockholders hereunder, whether pursuant to testamentary disposition, the decision, act, consent laws of descent and distribution or instruction of the Indemnifying Parties. 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 Stockholder Representativeotherwise.

Stockholder Representative. (a) Each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact Xxxxxx Xxxxxx Jurvetson Fund IX, L.P., a Cayman Islands exempted limited partnership, shall serve as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholder Representative in connection with this Agreement, to authorize payment to the Parent any indemnified party under Article VIII from the Available Escrow Fund Funds in satisfaction of claims by Parentany indemnified party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any other claim by any indemnified party against any Stockholder or by any such Stockholder against any indemnified party or any dispute between any indemnified party and any such Stockholder, in each case relating to such claimsthis Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund Funds agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow FundFunds. 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 Indemnifying PartiesStockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement or any of the transactions contemplated hereby or thereby as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any The Stockholders 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder RepresentativeRepresentative (“Stockholder Representative Expenses”). The Stockholder Representative Expenses, including the costs and expenses of enforcing this right of indemnification, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made paid by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported Stockholders allocated on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date basis of payment for such Stockholder Representative Expensestheir Pro Rata Portion. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereofAgreement, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; and Parent Parent, and the Escrow Agent 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 PartiesStockholders. Parent is and the Escrow Agent are hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) The Stockholder Representative may, in all questions arising under this Agreement, rely on the advice of counsel. In no event shall the Stockholder Representative be liable hereunder or in connection herewith for any indirect, punitive, exemplary, special, incidental or consequential damages. (d) The Stockholder Representative shall have reasonable access to information reasonably requested by the Stockholder Representative and the reasonable assistance of the Surviving Company’s officers and employees for purposes of performing the Stockholder Representative duties under this Agreement and exercising its rights under this Agreement. (e) In the performance of his duties hereunder, the Stockholder Representative shall be entitled to (i) rely upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Stockholder or any party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

Stockholder Representative. (a) Each Xxxxx Xxxxxx is hereby appointed as of the Indemnifying Parties hereby appoint Xxxxx Xxxxx date hereof as its the agent and attorney in attorney-in-fact of the Holders as the Stockholder Representative for and on their behalf of the Holders to give and receive notices and communicationscommunications in connection with this Agreement and related matters, to authorize payment to the Parent from the Available Escrow Fund including in satisfaction of connection with claims by Parent, to object to such payments, for indemnification under Section 2.05 and to agree to, negotiate, negotiate and enter into settlements settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to to, such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Holders from time to time upon not less than 30 ten (10) days prior written notice to Parentthe Company; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds interest majority of the Escrow Fund Holders (as determined by the respective Indemnity Pro Rata Shares) agree in writing to such removal and to the identity of the substituted agent. A In the event of a resignation of the Stockholder Representative or other vacancy in the position of the Stockholder Representative Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow FundHolders (as determined by the respective Indemnity Pro Rata Shares). 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 Indemnifying PartiesHolders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as the Stockholder Representative while acting in good faith and without gross negligence or willful misconduct. The Holders shall indemnify and defend the Stockholder Representative on a pro rata basis and hold the Stockholder Representative harmless (in the exercise of reasonable judgment. Any losseach case, liability based on their respective Indemnity Pro Rata Shares) from and against any losses, claims, damages or expense liabilities, actions or proceedings (whether commenced or threatened) and expenses incurred (collectively, “Liabilities”) without negligence gross negligence, willful misconduct 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 ’s duties hereunder, including court costs or the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf ”), in each case as such Stockholder Representative Expense is incurred or suffered; provided, that in the Aggregate Escrow Amount event it is finally adjudicated that a Stockholder Representative Expense or any portion thereof was contributed to primarily caused by the Escrow Fund agree that bad faith, gross negligence or willful misconduct of the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for LossesRepresentative, the Stockholder Representative shall have will reimburse the right to recover Holders the amount of such indemnified Stockholder Representative Expenses from any remaining portion Expense attributable to such bad faith, gross negligence of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundwillful misconduct. (c) 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 Section 8.1 3.03 hereof, shall constitute a decision of all the Indemnifying Parties Holders and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may Holders. The Company is entitled to rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of all the Indemnifying PartiesHolders. Parent The Company is hereby relieved from any liability Liability to any person Person for any acts done by them the Company in accordance with such decision, act, consent or instruction of the Stockholder Representative. (d) Any obligation or election to provide notice, documentation, information or other form of communication in connection with this Agreement to any Holder, Seller or Participating Holder shall be deemed satisfied if so provided to the Stockholder Representative, in lieu of such Holder, Seller or Participating Holder, and it shall be as if such notice, documentation, information or other form of communication provided to the Stockholder Representative were provided directly and concurrently to such Holder, Seller or Participating Holder. * * *

Stockholder Representative. (a) Each By virtue of the execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Indemnifying Parties hereby shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC as its representative, agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Indemnifying Parties for all purposes in connection with this Agreement and any agreements ancillary hereto, including to give and receive notices and communicationscommunications in respect of indemnification claims under this Agreement, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of any indemnification claims hereunder by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated or permitted by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative or other vacancy in the position of Stockholder Representative Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, and the Stockholder Representative shall not receive any compensation for its services. Notices notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as in connection with the Stockholder Representative Representative’s services pursuant to this Agreement and any agreements ancillary hereto, while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without gross negligence or bad faith on willful misconduct. The Stockholder Representative shall not be liable for any action or omission pursuant to the part advice of counsel. The Indemnifying Parties shall indemnify and defend 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 arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall Representative and any amounts required to be referred paid by the Stockholder Representative to herein as "the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses". The ”), 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 on whose behalf the Aggregate Escrow 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 was contributed to and (ii) the amounts in the Escrow Fund agree that at such time as remaining amounts would otherwise be distributed to the Indemnifying Parties. The Representative Expense Amount shall be available to pay directly, or reimburse the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the for, any Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for LossesExpiration Date, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses not previously recovered from any remaining portion of the Available Representative Fund from the Escrow Fund prior to any distribution to the Indemnifying PartiesParties (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, the Stockholder Representative shall deliver to Parent 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 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). 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 RepresentativeRepresentative under this section. For Following the purposes Expiration Date, the resolution of determining how many shares all indemnification claims made under this Agreement and the satisfaction of Parent Common Stock all such indemnification claims, the Stockholder Representative shall be entitled distribute such portion of the Representative Expense Amount that has not been used to recover for any reimburse the Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right if any, to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof8.2 or Section 8.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding and conclusive 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 is 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 Xxxxx & Xxxxxxx 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 transactions 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, and all information and documents to the extent 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 7.5(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 7.5.

Stockholder Representative. (a) Each Majority Stockholder hereby designates Patriarch Partners Agency Services, LLC (the “Stockholder Representative”) to represent the interests of and take action for and on behalf of such Majority Stockholder individually and the Indemnifying Parties Majority Stockholders collectively in giving consents and approvals hereunder and making those determinations hereunder that are specifically reserved to the Stockholder Representative by the terms hereof, consummating or causing to be consummated the transactions contemplated by this Agreement, executing and delivering on behalf of each Majority Stockholder any amendment or waiver under this Agreement, and doing each and every act and exercising any and all other rights which such Majority Stockholder or Majority Stockholders are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executive and performed in connection herewith. The Stockholder Representative hereby appoint Xxxxx Xxxxx as its agent and attorney in fact agrees to act upon the express conditions contained herein. If the Person serving as the Stockholder Representative ceases to serve in the capacity of the Stockholder Representative, for any reason, the Majority Stockholders collectively shall promptly (and on their behalf to give in any event within ten (10) business days) appoint a successor Stockholder Representative and receive notices shall promptly (and communications, to authorize payment in any event within two (2) business days thereof) provide written notice of such appointment to the Parent from Buyer. The Stockholder Representative may resign at any time upon written notice delivered to the Available Escrow Fund Majority Stockholders and the Buyer or assign any and all of its rights and obligations hereunder as Stockholder Representative to any of its Affiliates upon written notice delivered to the Majority Stockholders and the Buyer, and the Stockholder Representative may be removed at any time by the Majority Stockholders holding a majority of the Company Shares held by such Majority Stockholders at such time (or immediately prior to the Closing if such time is after the Closing) upon written notice delivered to the Stockholder Representative and the Buyer, and the concurrent appointment of a successor Stockholder Representative by such holders. The Stockholder Representative may execute any of its duties hereunder by or through third parties, agents, employees or attorneys in satisfaction fact without the consent of claims by Parent, the Majority Stockholders and shall be entitled to object advice of counsel concerning all matters pertaining to such payments, duties. (b) Each of the Majority Stockholders hereby agrees that any action taken on behalf of the Majority Stockholders to agree to, negotiate, enter into settlements and compromises ofenforce the rights of the Majority Stockholders under this Agreement, and demand arbitration and comply with orders of courts and awards of arbitrators any action taken with respect to any indemnification claim pursuant to Article IX (including any action taken to object to, defend, compromise or agree to the payment of such claimsclaim), shall be effective if approved in writing by the Stockholder Representative, and that each and every such action so taken shall be binding and conclusive on every Majority Stockholder, whether or not such Majority Stockholder had notice of, or approved, such action. (c) Notwithstanding anything in this Section 2.12 to take all other actions that are either (i) necessary or appropriate in the judgment of either of contrary, the Stockholder Representative for the accomplishment agrees with each of the foregoing Management Stockholders that it will not, without the written consent of Management Stockholders holding at least a majority of the aggregate Participation Percentages of the Management Stockholders collectively, approve any amendment or (ii) specifically mandated by the terms of waiver under this Agreement. Such agency may be changed by the Indemnifying Parties from time Agreement as such amendment or waiver applies to time upon not less than 30 days prior written notice to Parentany such Management Stockholders; provided, however, that any such amendment or waiver duly consented to by the Management Stockholders pursuant to the terms hereof and approved by the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond accordance herewith shall be required of the binding and conclusive on every such Management Stockholder, whether or not such Management Stockholder Representativehad notice of, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to approved, such amendment or from the Stockholder Representative shall constitute notice to or from the Indemnifying Partieswaiver. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (cd) 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 Section 8.1 hereof, Representative in accordance herewith shall constitute a decision of each and all of the Indemnifying Parties Majority Stockholders, and shall be final, binding and conclusive upon each of the Indemnifying Parties; Majority Stockholders. The Buyer and Parent may the Company shall be entitled to rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each and all of the Indemnifying PartiesMajority Stockholders. Parent is hereby The Buyer and the Company are relieved from any liability Liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative made in accordance herewith. Although the Stockholder Representative shall not be obligated to obtain instructions from the Majority Stockholders prior to any decision, act, consent or instruction except as specifically set forth herein, if, and to the extent that, the Stockholder Representative receives any written instructions from the Majority Stockholders collectively holding a majority of the aggregate Participation Percentages of all the Majority Stockholders, the Stockholder Representative shall comply with such instructions. (e) The Stockholder Representative may, in all questions arising under or related to this Agreement, rely upon any communication, instrument or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Persons and may rely on the advice of counsel or any other advisor, and shall not be liable to the Majority Stockholders or any other Person for any action taken or not taken, or any decision made or not made, by the Stockholder Representative in its capacity as the Stockholder Representative, in the absence of such Stockholder Representative’s willful misconduct, fraud or gross negligence. In performing its functions and duties hereunder, the Stockholder Representative shall act solely as an agent of the Majority Stockholders and does not assume any obligation or relationship of agency or trust with the Buyer. Each Majority Stockholder severally agrees to indemnify the Stockholder Representative and its Affiliates for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be asserted against the Stockholder Representative or its Affiliates in exercising its powers, rights and remedies or performing its duties as the Stockholder Representative hereunder. The Majority Stockholders shall pay (or reimburse the Stockholder Representative for), on a pro rata basis in accordance with their respective Participation Percentage, the reasonable fees and expenses of any counsel or other advisors retained by the Stockholder Representative in connection with the performance of the Stockholder Representative’s duties hereunder.

Stockholder Representative. (a) Each Securityholder hereby irrevocably appoints Rodney D. Windley as such Securityholder's representative, attorney-ix-xxxx xxx xxxxx, with full power of substitution to act in the name, place and stead of such Securityholder with respect to the transactions contemplated under this Agreement and the Company Documents and to act on behalf of such Securityholder in any amendment of, or consent or waiver under, or dispute or litigation involving, this Agreement and the Company Documents 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 Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent transactions contemplated by this Agreement and attorney the Company Documents, including the power: (i) to take all action necessary or desirable in fact as connection with the waiver of any condition to the obligations of the Securityholders to consummate the transactions contemplated by this Agreement; (ii) 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 consummation of the transactions contemplated by this Agreement including without limitation, calculation of the True Up and any matters with respect to the Escrow Agreement (it being understood that such Securityholder shall execute and deliver any such documents which the Stockholder Representative for and on their behalf agrees to execute); (iii) to give and receive all notices and communicationscommunications to be given or received under this Agreement and to receive service of process in connection with the any claims under this Agreement, to authorize payment to the Parent from the Available Escrow Fund including service of process in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply connection with orders of courts and awards of arbitrators with respect to such claims, and arbitration; and (iv) to take all other actions that are either (i) which under this Agreement may be taken by the Securityholders and to do or refrain from doing any further act or deed on behalf of the Securityholder which the Stockholder Representative deems necessary or appropriate in his sole discretion relating to the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms subject matter of this Agreement. Such agency Agreement as fully and completely as such Securityholder could do if personally present. (b) If Rodney D. Windley becomes unable to serve as Stockholder Representatixx, xxxx xxxxx Xxrson or Persons as may be changed designated by the Indemnifying Parties 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 two thirds majority in ownership interest of the Escrow Fund agree to Securityholders shall succeed as the Stockholder Representative. Each Stockholder agrees that such removal and to agency is coupled with an interest and, therefore, are irrevocable without the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required consent of the Stockholder Representative, and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Securityholder. (c) In furtherance of his obligations hereunder, the Stockholder Representative shall not receive any compensation for its servicesis expressly authorized to retain accountants, legal counsel and other agents. Notices or communications to or from All fees and expenses incurred by the Stockholder Representative hereunder, including fees and costs of accountants, legal counsel or other agents retained by the Stockholder Representative, and all fees, expenses, losses and other obligations of the Securityholders pursuant to this Agreement, shall constitute notice be allocated among the Principal Securityholders based on their respective pro rata shares. Stockholder Representative may, to or from the Indemnifying Partiesextent that any funds are payable to the Principal Stockholders, pursuant to the Indemnification Agreement, cause the applicable Escrow Agent to pay to the Stockholder Representative out of such amounts, any reimbursement for fees, expenses, disbursements and advances due to the Stockholder Representative under this Section. (bd) The Neither the Stockholder Representative nor any agent employed by it shall not be liable incur any liability to any Securityholder relating to the performance of its duties hereunder except for any act done actions or omitted hereunder as omissions constituting fraud, gross negligence or willful misconduct. The Securityholders severally (based on their pro rate ownership interests) hereby agree to indemnify the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any any agent employed by him for, and hold them harmless against, any loss, liability or expense incurred without negligence fraud or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the his serving as Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (ce) A decisionEach Securityholder acknowledges that such Securityholder has had opportunity to consult with an attorney of its choice regarding the contents, actsubject matter, consent or instruction and desirability of the Stockholder Representative, including but not limited to an amendment, extension or waiver of entering into this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any each has either received or waived such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representativeadvice.

Stockholder Representative. 52 (a) Each The approval by the Stockholders of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent principal terms of the Merger shall automatically and attorney in fact as without any further action on the part of any Stockholder constitute the appointment of the Stockholder Representative as the agent and attorney-in-fact for and on their behalf each of the Stockholders, to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Closing Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to bring any claim for indemnification on behalf of any Company Indemnified Party, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 days thirty (30) days’ prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds majority in interest of the Closing Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Closing 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 Indemnifying Parties.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. Any The Stockholders on whose behalf the Closing Escrow Fund was constituted 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses"”). The Indemnifying Parties on whose behalf Promptly after the Aggregate Termination Date, and subject to Section 8.6, any cash or other property that remains available in the Closing Escrow Amount was contributed Fund shall constitute security for the indemnification obligations set forth in the immediately preceding sentence and shall be released to the Stockholder Representative upon delivery by the Stockholder Representative to Parent and the Escrow Fund agree Agent prior to the Termination Date of a certificate signed by the Stockholder Representative (i) stating that the Stockholder Representative shall have is entitled to such indemnity payment, (ii) specifying in reasonable detail the right to be reimbursed solely from basis of such claim, and (iii) accompanied by any additional documentation evidencing the Escrow Fund for the Stockholder Representative Expenses. Following the termination validity of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from reasonably requested by the Escrow Fund. (c) Agent, Parent or any holder of Company Capital Stock. 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 Section 8.1 hereof, Representative shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying Parties; Stockholders, 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 PartiesStockholders. The Escrow Agent and Parent is are hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby appoint Xxxxx approval of this Agreement by unanimous written consent of the Stockholders, each Stockholder shall be deemed to have consented to Xxxx Xxxxx as its agent such Stockholder’s representative and attorney-in-fact (the “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 and the Escrow Agreement. This power of attorney in fact as and all authority is irrevocable and shall not be terminated by any act of any Stockholder, by operation of Law, whether by such Stockholder’s death, disability, protective supervision or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Stockholder hereby renounces his or her right to renounce this power of attorney unilaterally any time before all of the Stockholder Representative for Representative’s obligations under this Agreement and on their behalf the Escrow Agreement have been fulfilled. Each Stockholder hereby waives any and all defenses which may be available to give and receive notices and communicationscontest, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary negate or appropriate in the judgment of either disaffirm any action of the Stockholder Representative for taken in good faith under this Agreement or the accomplishment Escrow Agreement. Notwithstanding this power of attorney, no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of the foregoing Stockholders having signed or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to given such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required directly instead 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 Indemnifying Parties. (b) The All decisions, actions, consents and instructions 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. Any loss, liability or expense incurred without negligence or bad faith on the part binding upon all of the Stockholders, and no 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from object to, dissent from, protest or otherwise contest the Escrow Fund for the Stockholder Representative Expensessame. Following the termination of the Escrow Period The Acquiror and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative Merger Sub shall be entitled to recover for rely on any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, actaction, consent or instruction of the Stockholder Representative as being the decision, actaction, consent or instruction of the Indemnifying Parties. Parent is Stockholders, and the Acquiror and Merger Sub are hereby relieved from any liability to any person Person for any acts done by them in accordance with any such decision, act, consent or instruction instruction. (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 Stockholders holding a majority of the aggregate Fully Diluted Shares at the Effective Time held by the Stockholders (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 Acquiror, 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; provided, that until such notice is received, the Acquiror, Merger Sub and the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Stockholder Representative. (d) The Stockholder Representative shall be reimbursed by the Principal Stockholders for all costs and expenses reasonably incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative’s rights and duties under this Agreement and the Escrow Agreement, and, in this regard, may deduct such expenses from any amounts otherwise distributable to the Principal Stockholders under this Agreement and the Escrow Agreement. (e) 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 losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with his activities as Stockholder Representative under this Agreement, the Escrow Agreement or otherwise. (f) The Stockholder Representative is authorized, in his sole discretion, to comply with final, nonappealable orders or decisions issued or process entered by any court of competent jurisdiction or arbitrator with respect to the Escrow Fund. If any portion of the Escrow Fund is disbursed to the Stockholder Representative and is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Stockholder Representative is authorized, in his sole discretion, but in good faith, to rely upon and comply with any such order, writ, judgment or decree which he is advised by legal counsel selected by him is binding upon him without the need for appeal or other action; and if the Stockholder Representative complies with any such order, writ, judgment or decree, he shall not be liable to any Stockholder or to any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (g) If any Stockholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Stockholder Representative pursuant to this Section 2.12 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Stockholder Representative or the Acquiror shall have received notice of such death, incapacity, termination or other event.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Preferred Stockholders, each Preferred Stockholder shall be deemed to have agreed to appoint Xxxxx Xxxxx the Stockholder Representative as its agent and attorney in fact attorney-in-fact, for and on behalf of the Preferred Stockholders, as the Stockholder Representative, as its agent and attorney-in-fact, as the Stockholder Representative for and on their behalf of the Preferred Stockholders, to take any action and all actions which it believes are necessary or appropriate pursuant to or in connection with this Agreement and the Escrow Agreement, to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund any KIT Indemnified Parties in satisfaction of claims by Parentany such KIT Indemnified Parties, to object to such paymentspayments from the Escrow Fund, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions with respect to such claims that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this AgreementAgreement including engaging counsel and such accountants or other advisors and incur expenses in connection with this Agreement or the Escrow Agreement as the Stockholder Representative may in its sole discretion deem appropriate. Such agency may be changed by Preferred Stockholders who held a majority of the Indemnifying Parties Capital Stock of the Company immediately prior to the Effective Time (calculated on an as-converted to Common Stock basis, voting together as a single class) (such Preferred Stockholders, collectively the “Majority Stockholders”) at any time or from time to time upon not less than 30 thirty (30) days prior written notice to Parent; providedKIT, however, that and the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund Majority Stockholders agree to such removal and to the identity of the substituted agent. A vacancy in Notwithstanding the position of foregoing, the Stockholder Representative may resign at any time on notice to KIT, and a replacement Stockholder Representative shall be filled elected by the holders of those Preferred Stockholders who held a majority in interest of the Escrow FundCapital Stock of the Company outstanding immediately prior to the Effective Time (determined on an as-converted to Common Stock basis, voting together as a single class); provided, further, that any successor Stockholder Representative, shall not resign until and unless a successor Stockholder Representative shall have been appointed. The foregoing notwithstanding any replacement or successor Stockholder Representative shall be subject to the approval of KIT, which approval shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its his services. Notices Written notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying PartiesPreferred 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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each of J. Taylor Crandall (the Indemnifying Parties "STOCKHOLDER REPRESENTATIVE") is hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder appoxxxxx xx txx Xxxxxholder Representative for and on their behalf hereunder to give and receive notices and communications, to authorize payment to the any Parent Indemnified Party from the Available Escrow Fund in satisfaction of claims and Losses by Parenta Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsclaims or Losses, to receive payments on behalf of the Company Stockholders due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent or Merger Sub under this Agreement following the Effective Time, to calculate the Allocations Spreadsheet, to receive service of process on behalf of the Company Stockholders in connection with any claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however, that such agency shall apply only to matters affecting all or most of the Company Stockholders and any matter that affects only an individual Company Stockholder shall be addressed by Parent and such Company Stockholder. Such agency may be changed by the Indemnifying Parties Company Stockholders from time to time upon not less than 30 ten (10) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesCompany Stockholders. (b) The 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 Merger Consideration and not jointly, obligated to indemnify the Stockholder Representative while acting in good faith and in hold the exercise of reasonable judgment. Any 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, shall be referred . At the time of distribution pursuant to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed Section 9.3(c) to the Company Stockholders of any proceeds remaining in the Escrow Fund agree that Fund, the Stockholder Representative shall have the right 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 reimbursed solely from incurred in connection with its role as Stockholder Representative pursuant to this Agreement. (c) The grant of authority provided for in this Section 10.1 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 Fund for Agreement, and (i) shall be irrevocable and survive the Stockholder Representative Expenses. Following the termination 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 Period Fund. (d) In connection with the performance of its obligations hereunder and under the resolution of all pending claims made by the Parent Indemnified Parties for LossesEscrow Agreement, the Stockholder Representative shall have the right at any time and from time to recover time to select and engage, at the cost and expense of the Company Stockholders (as contemplated by Section 10.1(b)), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Stockholder Representative Expenses from any remaining portion may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder. For purposes of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, enabling the Stockholder Representative shall deliver to exercise his rights and discharge his obligations hereunder and only to such extent, including responding to any claim for indemnification or offset provided by Article IX, from the Effective Time until all Earnout Amounts have been paid (or are no longer payable) and any outstanding Parent a certificate setting forth Indemnifiable Losses have been satisfied, upon the reasonable request of the Stockholder Representative Expenses (upon reasonable advance notice and during normal working hours), Parent and the Surviving Corporation shall (i) afford to the officers, employees, accountants, counsel and other representatives of the Stockholder Representative reasonable access during normal working hours to the Surviving Corporation's and Parent's properties, books, contracts, records and information (including outside auditor work papers) relating to the business of the Surviving Corporation (whether on by the Surviving Corporation or another entity under Parent's control) and (ii) make available to, and cause to cooperate, all officers, accountants, counsel and other representatives or agents of such business. Notwithstanding the foregoing, neither the Surviving Corporation nor Parent shall be required to provide access to or disclose information in such a manner as would (A) jeopardize the attorney-client privilege of the entity in possession or control of such information or (B) contravene any Law or Order. (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, 92 the Escrow Agreement or any such other agreement, instrument or document other than with respect to intentional fraud of the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock , and (ii) the Stockholder Representative shall be entitled to recover for 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 Expenses hereunder, each share of Parent Common Stock pursuant to such advice shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES in no event subject the Stockholder Representative to liability to the average closing sale price of one share of Company Stockholders, Parent Common Stock as reported on or the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundSurviving Corporation. (cf) All 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 but not limited to an amendment, extension or waiver of this Agreement pursuant to Article IV or Section 8.1 hereof10.6, as applicable, shall constitute a decision of the Indemnifying Parties Company Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesCompany 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 Indemnifying PartiesCompany Stockholders. The Escrow Agent, Parent is and the Surviving Corporation are hereby relieved from any liability Liability to any person 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 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 by the Stockholder Representative, the performance of its 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, and each of the Stockholder Representative Documents will be at or prior to the Closing, 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) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the Company Stockholders, each of the Effective Time Company Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx X. Xxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Effective Time Company Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Effective Time Company Stockholder or by any such Effective Time Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Effective Time Company Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Effective Time Company Stockholders 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 two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesEffective Time Company Stockholders. (ba) 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. Any The Effective Time Company Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses”). Following the termination of the Escrow Period and Period, the resolution of all pending Unresolved Claims and the satisfaction of all claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying PartiesEffective Time Company Stockholders, and prior to any such distribution, the Stockholder Representative shall deliver to Parent the Escrow Agent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representativeactually incurred. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 9.3 and Section 9.4 hereof, shall constitute a decision of the Indemnifying Parties Effective Time Company Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesEffective Time Company Stockholders; 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 PartiesEffective Time Company Stockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each By virtue of their approval of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent Merger, each Stockholder designates and attorney in fact as appoints the Stockholder Representative as such Stockholder's agent and attorney-in-fact with full power and authority to act for and on their behalf of each Stockholder to give and receive notices and communications, to authorize payment accept service of process on behalf of the Stockholders pursuant to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such paymentsArticle 9 and Section 11.11, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders Judgments of courts or other Governmental Authorities and awards of arbitrators arbitrators, with respect to, any Indemnification Claims by any Purchaser Indemnified Party against any Series G Holder pursuant to such claims, Article 9 and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 each of the Indemnifying Parties. (b) Stockholders for all purposes under this Agreement. The Stockholder Representative shall not be liable for any act done or omitted hereunder may delegate its authority as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part to any one of the Stockholder Representative and arising out Series G Holders for a fixed or indeterminate period of time upon not less than ten (10) Business Days' prior written notice to the Purchaser in accordance with Section 11.2. In the event of the death or in connection with the acceptance or administration incapacity of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained a successor Stockholder Representative will be elected promptly by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses"Series G Holders whose interests aggregate not less than a majority of the Net Merger Consideration and the Series G Holders will so notify the Purchaser. The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Each successor Stockholder Representative shall have all of the right to be reimbursed solely from power, authority, rights and privileges conferred by this Agreement upon the Escrow Fund for original Stockholder Representative, and the term "Stockholder Representative" as used in this Agreement includes any successor Stockholder Representative Expensesappointed in accordance with this Agreement. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute Representative constitutes a decision of all the Indemnifying Parties Stockholders and shall be is final, binding and conclusive upon the Indemnifying Parties; Stockholders, and Parent the Purchaser and any Indemnified Party 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 PartiesStockholders. Parent The Purchaser is hereby relieved from any liability Liability to any person Person for any acts done or omissions by them the Purchaser in accordance with such decision, act, consent or instruction of the Stockholder Representative. Without limiting the generality of the foregoing, the Purchaser is entitled to rely, without inquiry, upon any document delivered by the Stockholder Representative as being genuine and correct and having been duly signed or sent by the Stockholder Representative. The Stockholder Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Stockholder Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Series G Holders will severally indemnify and hold harmless the Stockholder Representative from and against any Losses the Stockholder Representative may suffer as a result of any such action or omission. The Stockholder Representative will receive no compensation for services as the Stockholder Representative. The Series G Holders will reimburse the Stockholder Representative, on the basis of their respective Pro Rata Shares of the Net Merger Consideration, for professional fees and expenses of any attorney, accountant or other advisors retained by the Stockholder Representative and other reasonable out-of- pocket expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative's duties under this Agreement (collectively, the "Representative Expenses") and none of the Representative Expenses will be paid from the Escrow Amount. This appointment and grant of power and authority by the Stockholders to the Stockholder Representative pursuant to this Section 11.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Stockholder or by operation of Law, whether upon the death or incapacity of any Stockholder, or by the occurrence of any other event.

Stockholder Representative. Holdings hereby designates Cortec Capital Corp. as Stockholder Representative (athe "Stockholder Representative"), to represent the Stockholders following the Effective Time in all matters relating to this Agreement and the Merger. The Stockholder Representative shall have the following powers and duties: (i) Each to serve as Escrow Representative under the Escrow Agreement and, in such capacity, take such actions and to incur such costs and expenses as the Stockholder Representative, in its sole discretion, deems necessary or advisable to safeguard the interests of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent Escrow Participants in the Escrow Fund, including, but not limited to, joining with the Surviving Corporation in giving instructions to the Escrow Agent pursuant to Section 9.3, contesting any claim by the Surviving Corporation for Damages or Tax Claims, defending or settling the Xxxxxxxx and attorney in fact Sharma Proceedings, responding to Ramco Clean-Up Costs and commencing or defending litigation with Acquisition and settling any such claim or litigation; (ii) to employ accountants, attorneys and such other agents as the Stockholder Representative for may deem advisable and on their behalf to give and receive notices and communications, to authorize payment to the Parent pay from the Available Transaction Expenses Fund of the Escrow Fund in satisfaction Fund, reasonable compensation for their services; (iii) to maintain a register of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements the Escrow Participants; and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and (iv) to take all other actions that are either (i) which the Stockholder Representative deems necessary or appropriate advisable in order to carry out the judgment of either of foregoing. The Stockholder Representative shall serve without compensation, but shall be entitled to reimbursement from the Transaction Expenses Fund for its out-of-pocket expenses. No Escrow Participant shall be liable without such Escrow Participant's prior agreement to reimburse the Stockholder Representative for the accomplishment of the foregoing any costs or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties expenses not drawn 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (b) The Stockholder Representative shall not be liable to any Escrow Participant for the performance of any act done or omitted hereunder failure to act so long as Stockholder Representative while acting it acted or failed to act in good faith within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the exercise best interests of reasonable judgmentthe Escrow Participants. Any lossThe Stockholder Representative shall be entitled to indemnity from and against any and all Damages which may at any time be imposed on, liability incurred by or expense incurred without negligence or bad faith on the part of asserted against the Stockholder Representative and in any way relating to or arising out of this Agreement or any related agreement or instrument or any action taken or omitted to be taken by the Stockholder Representative under or in connection with therewith, unless such Damages resulted solely from the acceptance gross negligence or administration willful misconduct of the Stockholder Representative's duties hereunder, including ; provided that such indemnity shall be paid exclusively from funds available in the reasonable fees and expenses of any legal counsel retained by Transaction Expenses Fund. In the event that an action or proceeding with respect to which the Stockholder Representative is entitled to indemnification hereunder should be commenced or threatened against the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover draw from the Escrow Transaction Expenses Fund. (c) A decision, actas and when incurred by it, consent or instruction of all expenses reasonably incurred in connection with the Stockholder Representativeinvestigation and defense thereof, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of provided that the Stockholder Representative as being shall repay the decisionTransaction Expenses Fund any expenses so advanced to the extent it is ultimately determined, actby final judgment of a court of competent jurisdiction, consent or instruction of the Indemnifying Parties. 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 that the Stockholder Representative.Representative is not entitled to indemnification hereunder. The Escrow Participants may at any time, by majority vote (one vote for each Unit), remove or replace the Stockholder

Stockholder Representative. (a) Each of the Indemnifying Parties Company Stockholders hereby appoint Xxxxx Xxxxx as its appoints Xx. Xxxxxxxxxx Xxxxxxxx, his or her agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Company Stockholders, to give and receive notices and communications, to authorize the payment to the Parent of Damages from the Available Escrow Fund in satisfaction of claims by ParentMerger Consideration and/or any Earnout Consideration, to object to such paymentsany claim set forth in an Officers Certificate, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Company Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parentthe Stockholder Representative and the Company; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund shares of capital stock of the Company issued and outstanding immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. A Upon any change in the Stockholder Representative, such successor Stockholder Representative shall promptly provide the Parent with a signature specimen. Any vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fundcapital stock of the Company issued and outstanding 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 Indemnifying PartiesCompany Stockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any The Company Stockholders shall 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction of the Stockholder Representative, including but not limited Representative pursuant to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties Company Stockholders and shall be final, binding and conclusive upon the Indemnifying Parties; Company Stockholders, and Parent Indemnified Parties 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 PartiesCompany Stockholders. In addition, the Stockholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to Section 10.6 hereof. The Parent is Indemnified Parties are hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the Requisite Stockholder Approval, each of the Company Holders shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Company Holders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund Account in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration bring suit and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and bring suit and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Company Holder or by any such Company Holder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Holder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Company Holders from time to time upon not less than 30 thirty (30) days prior written Written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds majority interest of the Escrow Fund Account agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the vote of holders of a majority in interest of the Escrow FundAccount. No bond shall be required of the Stockholder Representative. With respect to matters set forth in Section 1.7, Article VI and the Stockholder Representative shall not receive any compensation for its services. Notices Article VIII, notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying PartiesCompany Holders. (b) The Stockholder Representative shall not be liable to any Company Holder for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without absent its gross negligence or bad faith on the part of faith. The Company Holders 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 (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the acceptance Stockholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or administration 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's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have will reimburse the right Company Holders the amount of such indemnified Representative Loss to recover the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative Expenses from any remaining portion of by the Available Escrow Fund prior to any distribution to the Indemnifying PartiesCompany Holders, and prior to any such distribution, Representative Losses may be recovered by the Stockholder Representative shall deliver to Parent a certificate setting forth from (i) the funds in the Stockholder Representative Expenses Fund, and (ii) the amounts in the Escrow Account at such time as remaining amounts would otherwise be distributable to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock Company Holders; provided, that while this section allows the Stockholder Representative shall to be entitled to recover for any paid from the Stockholder Representative Expenses hereunderFund and the Escrow Account, this does not relieve the Company Holders from their obligation to promptly pay, in accordance with their Pro Rata Portion of such Representative Losses in an amount not to exceed the aggregate proceeds received by each share such Company Holder hereunder (reduced by the aggregate amount of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES indemnification payments required to be paid by such Company Holder pursuant to Article VIII), such Representative Losses as they are suffered or incurred, nor does it prevent the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expensesfrom seeking any remedies available to it at law or otherwise. Notwithstanding the foregoing, In no event will the Stockholder Representative's right Representative be required to recover advance its own funds on behalf of the Company Holders or otherwise. The Company Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative Expenses shall not prejudice Parent's right to recover or the full amount termination of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) this Agreement. 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 Section 8.1 Sections 9.3 and 9.4 hereof, shall constitute a decision of the Indemnifying Parties Company Holders and shall be final, binding and conclusive upon the Indemnifying PartiesCompany Holders; 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 PartiesCompany Holders. 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 Stockholder Representative. (c) The Stockholder Representative shall be entitled to withdraw cash amounts held in the Stockholder Representative Fund in reimbursement for its out-of-pocket expenses incurred in performing its obligations under this Agreement. The Company Holders will not receive any interest or earnings on the Stockholder Representative 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 will not be liable for any loss of principal of the Stockholder Representative Fund other than as a result of its gross negligence or willful misconduct. The Stockholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as soon as practicable following the completion of the Stockholder Representative’s duties, the Stockholder Representative will deliver the balance of the Stockholder Representative Fund to (i) the Depository Agent for further distribution to the Company Holders (other than Employee Cashed-Out Option Holders) by wire transfer of immediately available funds to the account designated by such Company Holder for such purpose and (ii) the -63- Surviving Corporation for payment to the Employee Cashed-Out Option Holders through the Surviving Corporation’s payroll system, in each case, in accordance with the Closing Allocation Schedule and, for the avoidance of doubt, such payments shall not be subject to information reporting or tax withholding. The Stockholder Representative Fund Amount shall be deemed to have been received by the Company Holders at the Closing (in accordance with their respective Pro Rata Portions) for U.S. federal and applicable state and local income Tax purposes and then each Company Holder shall be deemed to have voluntarily contributed such amount to the Stockholder Representative Fund, any withholding in respect thereof shall be satisfied from the portion of the Initial Merger Consideration owing to the Company Holders on the Closing Date and, for the avoidance of doubt, the amount of the Stockholder Representative Fund that is returned to the Company Holders shall not again be subject to information reporting or Tax withholding.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Accel-KKR Company, LLC as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the any Parent Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against any Stockholder or by any such Stockholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either are: (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or foregoing; (ii) specifically mandated by the terms of this Agreement; or (iii) necessary or appropriate in the judgment of the Stockholder Representative to enforce the rights provided to the Stockholders by this Agreement. Such agency may be changed by the Indemnifying Parties Stockholders 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 two two- thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesStockholders (including the Principal 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. Any The Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses”). Following the termination of the Escrow Period and Period, the resolution of all pending Unresolved Claims and the satisfaction of all claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying PartiesStockholders, and prior to any such distribution, the Stockholder Representative shall deliver to Parent the Escrow Agent a certificate setting forth the Stockholder Representative Expenses actually paid, sustained or incurred, or reasonably anticipated to the Stockholder Representativebe paid, sustained or incurred. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 9.3 and Section 9.4 hereof, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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, other than with respect to acts of Parent or the Escrow Agent that constitute bad faith, fraud, gross negligence or willful misconduct. (c) In addition, the Stockholder Representative shall deduct $500,000 or such greater amount determined to be reasonable by the Stockholder Representative (and set forth in a written notice delivered by the Stockholder Representative to Parent at least three (3) days prior to the Closing Date) (the “Expenses Reserve Amount”) from the Total Consideration to be distributed to the Stockholders, which Expenses Reserve Amount shall be deposited by the Stockholder Representative into an escrow account (the “Expenses Escrow Account”) maintained by an escrow agent determined by the Stockholder Representative (and set forth in a written notice delivered to Parent) at least three (3) days prior to the Closing Date (the “Expenses Escrow Agent”) pursuant to this Section 8.5(c). Such Expenses Escrow Account shall be governed by an escrow agreement to be executed by the Expenses Escrow Agent and the Stockholder Representative (the “Expenses Escrow Agreement”). The Stockholder Representative may use the funds in the Expenses Escrow Account to pay the expenses incurred by the Stockholder Representative under the authorization granted in this Agreement (including, without limitation, any out-of-pocket expenses incurred as Stockholder Representative (whether in respect of indemnification claims, the defense thereof or otherwise)). Any Expenses Reserve Amount remaining after payment of all of the Stockholder Representative’s expenses following the later of (A) the resolution of all indemnification claims under this Article VIII and the determination by the Stockholder Representative that such funds are no longer necessary in connection with indemnification claims that may be brought hereunder and (B) the payment of the maximum amount recoverable by Parent from the Stockholders, if any, shall be distributed to the Stockholders on a pro rata basis (based on their Pro Rata Portion); provided, however, that in the sole discretion of the Stockholder Representative, any or all of the Expenses Reserve Amount may be earlier distributed to the Stockholders. All matters relating to the Expenses Escrow Account, to the extent not referred to in this Agreement, shall be governed by the Expenses Escrow Agreement, provided, however, that in the event of any conflict between the terms of this Agreement and the Expenses Escrow Agreement, the terms of this Agreement shall be controlling. The Expenses Escrow Agent shall hold, invest, reinvest and disperse the Expenses Escrow Account in accordance with the terms of the Expenses Escrow Agreement and the Expenses Escrow Account shall not be used for any purposes other than as set forth in this Section 8.5(c) and shall not be available to the Parent or any other Parent Indemnified Party to satisfy any claims hereunder.

Stockholder Representative. (a) Each of The Company Stockholders, by adopting this Agreement and the Indemnifying Parties hereby transactions contemplated hereby, irrevocably appoint and constitute Xxxxxxx X. Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder Representative for and on their behalf of the Company Stockholders to execute and deliver this Agreement and the Escrow Agreement and for all other purposes hereunder and thereunder, to give and receive notices and communications, to authorize payment to delivery of the Parent from applicable portion of the Available Escrow Fund in satisfaction of claims by ParentParent Indemnitees, to object to such paymentsdeliveries and claims for indemnification by Parent Indemnitees, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement and the Escrow Agreement, retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or necessary with respect to this Agreement and the Ancillary Agreements to which the Company or the Stockholder Representative is a party and the transactions contemplated hereby and thereby and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of any or all of the foregoing or (ii) specifically mandated by foregoing. Xxxxxxx X. Xxxxx hereby accepts his appointment as the terms of this AgreementStockholder Representative. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow FundFund from time to time upon not less than ten (10) days’ prior written notice to all of the Company Stockholders and to Parent. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any no compensation for its his services. Notices or communications to or from the Stockholder Representative to Parent shall constitute notice to or from each of the Indemnifying PartiesCompany Stockholders. Each Company Stockholder agrees to receive correspondence from the Stockholder Representative, including in electronic form. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith without gross negligence and in any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. Any The Company 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's his duties hereunder. Except as otherwise specified in this Agreement, including the reasonable fees all costs and expenses of any legal counsel retained incurred by the Stockholder RepresentativeRepresentative in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby, including reasonable attorneys' fees, shall be referred to herein as "paid from the Stockholder Representative Expenses"Expense Amount in accordance with the terms of the Escrow Agreement. The Indemnifying Parties Should the Stockholder Representative Expense Amount be exhausted, all costs and expenses incurred by the Stockholder Representative in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby, including reasonable attorneys' fees, shall be reimbursed directly from the Company Stockholders on whose behalf the Aggregate a pro rata basis (based on their aggregate Per Share Escrow Amount was contributed Contribution), including out of distributions to them of the Escrow Fund agree at the First Release Date or the Second Release Date, as applicable, or set off against any distribution of the Earnout Amount, without the requirement of any consent or approval by Parent or any other Person; provided that neither Parent nor the Surviving Corporation shall have any liability with respect to such items. (c) The Stockholder Representative shall have reasonable access to information about the Company (as the Surviving Corporation) and Parent and the reasonable assistance of the Company’s (as the Surviving Corporation) and Parent’s officers and employees for purposes of performing his duties and exercising his rights under this Agreement, provided, that the Stockholder Representative shall have treat confidentially and not disclose any nonpublic information from or about the right Company (as the Surviving Corporation) or Parent to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right anyone (except on a need to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior know basis to any distribution individuals (identified to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; Company and Parent may rely upon any in advance) who agree in writing to treat such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representativeinformation confidentially).

Stockholder Representative. The Sellers shall, by executing the Agreement shall be deemed to have consented to and approved: (ai) Each the use of the Indemnifying Parties hereby appoint Xxxxx Xxxxx Escrow Account to satisfy the claims and rights under Article IX hereof and otherwise in accordance with this Agreement; (ii) the appointment of dr. Pál Jalsovszky (the “Stockholder Representative”) as its the representatives in accordance with this Section 11.16 hereof as representative of each Seller and as attorney-in-fact and agent for and attorney in fact as on behalf of each such Seller. Upon appointment, the Stockholder Representative shall have full power and authority, including power of substitution, acting in the name of and for and on their behalf to give and receive notices and communicationsof such Seller, to authorize payment take any and all actions and make any and all decisions under this Agreement and the other Ancillary Agreements which the Stockholder Representative, in its sole discretion, deems necessary or proper, including (i) to amend, waive or consent to any provision of this Agreement and the Parent from the Available Escrow Fund in satisfaction of claims by Parentother Ancillary Agreements, (ii) to object to such payments, to agree to, negotiate, enter into settlements and compromises ofsettle, and demand arbitration and comply with orders of courts and awards of arbitrators with respect compromise or otherwise resolve all claims relating to such claimsindemnification or reimbursement pursuant to Article IX in its sole discretion, (iii) to do all other things and to take all other actions that are either (i) under or related to this Agreement and the other Ancillary Agreements which, in their discretion, they may consider necessary or appropriate proper to effectuate the transactions contemplated hereunder and thereunder to enforce and to protect the rights and interests of the Sellers (including the Stockholder Representative, in its capacity as a Seller) and to enforce and protect the judgment of either rights and interests of the Stockholder Representative for arising out of or under or in any manner relating to this Agreement and the accomplishment other Ancillary Agreements, (iv) to resolve any dispute with Purchaser and its Affiliates over any aspect of this Agreement and the other Ancillary Agreements on behalf of such Sellers, and (v) to enter into any contract, in each case to effectuate any of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative which shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenseseffect of binding such Sellers as if such Sellers had personally entered into such contract or made such decision or taken such action. Following the termination of the Escrow Period All decisions and the resolution of all pending claims determinations made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled deemed to recover for any Stockholder Representative Expenses hereunder, each share have been made on behalf of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to all of the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative ExpensesSellers. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall Representative will constitute a decision of all the Indemnifying Parties Sellers and shall will be final, binding and conclusive upon the Indemnifying Parties; each such Seller, and Parent Purchaser and its Affiliates 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 Partieseach such Seller. Parent is Purchaser and its Affiliates are hereby relieved from any liability damages to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Stockholder Representative. Any person required to give notice to the Sellers hereunder shall be deemed to have validly delivered such notice if such notice was delivered to the Stockholder Representative in accordance with the provisions of Section 11.1. Upon the resignation, death, disability or refusal to act of the Stockholder Representative, the Sellers may appoint a successor Stockholder Representative. If within 15 days of such resignation, death, disability or refusal to act, a successor Stockholder Representative is not appointed pursuant to the preceding sentences of this Section 11.15, the Sellers having an aggregate ownership interest of more than 50 percent may appoint a successor Stockholder Representative by written consent or at a meeting of the Sellers called for the purpose of electing a successor Stockholder Representative. If the Sellers fail to appoint a successor Stockholder Representative, any holder of an ownership interest may petition any court of competent jurisdiction for the appointment of a successor Stockholder Representative. This appointment and power of attorney shall be deemed coupled with an interest, and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by death, incapacity, liquidation, or dissolution of any Seller or the occurrence of any other event or events, including assignment by an Seller of any portion of such Seller’s interest hereunder. In the event this Agreement is terminated pursuant to Article X prior to Closing, the appointment contemplated by this Section 11.15 shall immediately terminate. The Stockholder Representative shall not be liable to any party hereto for any action taken or not taken by him or her under the terms hereof or the terms of his or hers appointment as Stockholder Representative, in the absence of gross negligence or willful misconduct on his or her part.

Stockholder Representative. (a) Each of the Indemnifying Parties Stockholders hereby appoint appoints Dan Xxxxx Xxxxx as (xxe "Stockholder Representative"), its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders, to give and receive notices and communications, to authorize payment release to the Parent of Escrow Shares from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Any vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesStockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any The Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall 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 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed After all claims for Losses by Parent set forth in Officer's Certificates delivered to the Escrow Fund agree that Agent and the Stockholder Representative shall have has been satisfied, or reserved against, the right to be reimbursed solely Stockholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund for at the Stockholder Representative Expenses. Following the termination end of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover payments not yet paid for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, expenses incurred in connection with the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundrepresentation hereby. (c) 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 Section 8.1 8.3 and Section 8.4 hereof, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Stockholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Stockholders.

Stockholder Representative. (a) Each of the Indemnifying Parties hereby Principal Stockholders by its execution and delivery of this Agreement, and each Stockholder other than the Principal Stockholders, by his, her or its execution of a Letter of Transmittal, shall appoint Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder Representative for with full power and authority to execute and deliver any certificates or documents required to be delivered at Closing by the Stockholders, in such capacity on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative Stockholders, and, in all events, all such acts shall be fully effective for the accomplishment of the foregoing or (ii) specifically mandated by the terms all purposes of this Agreement. Such agency Subject to the terms and conditions of this Agreement, the Stockholder Representative, through its authorized representatives, shall have full power and authority to act in all respects hereunder in its sole discretion, as the sole, true and lawful agent, proxy and attorney-in-fact of each of the Stockholders, with full power and authority to take all actions contemplated by and exercise all rights to be taken in the name of and for and on behalf of the Stockholders with respect to all matters to be performed or otherwise undertaken by the Stockholders pursuant to this Agreement and the Related Documents (including the Escrow Agreement), including, but not limited to, (i) the right to execute and deliver certificates, receipts, documents and papers that may be changed necessary or deemed advisable by the Indemnifying Parties from time Stockholder Representative to time upon not less than 30 days prior written notice carry out the transactions contemplated by this Agreement and the Related Documents, and generally to Parentact for and in the name and on behalf of each of the Stockholders with respect to the transactions contemplated by this Agreement and the Related Documents as fully as could each Stockholder if personally present and acting; provided, however, and (ii) otherwise to take all action that the Stockholder Representative may not be removed unless holders of a two thirds interest consider necessary or appropriate in connection with the consummation of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled transactions contemplated by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, this Agreement 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 Indemnifying PartiesRelated Documents. (b) Each Stockholder confers and grants to the Stockholder Representative the authority contained herein for the purpose of completing the transactions contemplated by this Agreement and the Related Documents. All power and authority conferred by the Stockholders to the Stockholder Representative is coupled with an interest and is irrevocable; and to the extent not prohibited by law, shall not be terminated by any acts of any of the Stockholders or by operation of law or by occurrence of any event whatsoever, including the death, incapacity, dissolution, liquidation, termination, bankruptcy or insolvency of any of the Stockholders. (c) Each Stockholder releases the Stockholder Representative from, and agrees to indemnify the Stockholder Representative against, liability for any action taken or not taken by it in its capacity as such, except for any liability of the Stockholder Representative to a Stockholder for loss which such Stockholder may suffer from the willful misconduct or gross negligence of the Stockholder Representative. (d) The Stockholder Representative shall not receive no compensation for services rendered as Stockholder Representative, but, to the fullest extent permitted by law, shall receive reimbursement from, and be liable indemnified by, the Stockholders, pro rata, out of any remaining portions of the Escrow Amount otherwise payable to Stockholders upon termination of the escrow for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense all otherwise unreimbursed Company Transaction Expenses and other liabilities incurred without 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, shall be referred to herein as "Stockholder Representative Expenses"whether such Company Transaction Expenses and other liabilities are incurred before, on or after the Effective Time. The Indemnifying Parties on whose behalf Unless the Aggregate Escrow Amount was contributed to Stockholders or the Escrow Fund agree that Agent (with the consent of the Parent upon conclusion of the escrow period) pays all such Company Transaction Expenses and other liabilities upon demand by the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for LossesRepresentative, the Stockholder Representative shall have no obligation to continue to incur such Company Transaction Expenses and other liabilities, or to continue to perform any duties hereunder. The Stockholder Representative may charge all such Company Transaction Expenses and other liabilities against any payment to which the right to recover Stockholders may be entitled under this Agreement or the Escrow Agreement; provided that the Stockholder Representative Expenses from any remaining portion gives written notice of the Available amount of such expenses to Parent or the Escrow Fund Agent, as the case may be, at least two (2) business days prior to any distribution to the Indemnifying Partiesdate of such payment, and prior to any an accounting of how such distribution, expenses shall be borne by the Stockholder Representative shall deliver to Stockholders. Parent a certificate setting forth and the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative Escrow Agent shall be entitled to recover for rely entirely on any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to such written notice in reducing the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled any payments to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. Parent is hereby relieved from any liability made to any person for Stockholders in respect of any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representativepayments.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement and/or by delivery of a Letter of Transmittal, each Stockholder shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC as its agent and attorney in fact fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, to negotiate enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against the Escrow Fund and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. The Stockholder Representative may resign at any time upon not less than 30 days’ prior written notice to Parent. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 days days’ prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 servicesservices other than pursuant to the terms of that certain Engagement Agreement, dated on or about the date hereof, by and among the Stockholder Representative, the Company and certain of the Stockholders (the “Stockholder Representative Engagement Letter”). Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying PartiesStockholders. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Escrow Participants shall be deemed to have agreed to appoint Xxxxx Xxxxx Xxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Escrow Participants to take all actions under this Agreement that are to be taken by the Stockholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article VII, to give and receive notices and communications, to authorize a payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to such claimsthis Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Escrow Participants from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of at least a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. In the event a vacancy in the position of Stockholder Representative exists for fifteen (15) or more days, Parent shall have the right to petition a court of competent jurisdiction to appoint a replacement Stockholder Representative. 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 Indemnifying PartiesEscrow Participants. (b) The Stockholder Representative represents and warrants to the Escrow Agent and Parent that it has the irrevocable right, power and authority (i) to enter into and perform this Agreement and to bind each of the Escrow Participants to its terms, (ii) to give and receive directions and notices hereunder and (iii) to make all determinations that may be required or that it deems appropriate under this Agreement. (c) Until notified in writing by the Stockholder Representative that it has resigned, or that it has been removed by at least two-thirds in interest of the Escrow Fund, the Escrow Agent and Parent may rely conclusively and act upon the directions, instructions and notices of the Stockholder Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by a majority-in-interest of the Escrow Fund filed with the Escrow Agent. (d) The Company and the Escrow Participants each hereby authorize the Stockholder Representative to: (i) Receive all notices or documents given or to be given to the Escrow Participants pursuant hereto or in connection herewith and to receive and accept services of legal process in connection with any suit or proceeding arising under this Agreement; (ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the transactions contemplated hereby or thereby as the Stockholder Representative may in its sole discretion deem appropriate; and (iii) Take such action as the Stockholder Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Parent or Sub contained in this Agreement or in any document delivered by Parent or Sub pursuant hereto; (B) taking such other action as the Stockholder Representative is authorized to take under this Agreement; (C) receiving all documents or certificates and making all determinations, in its capacity as Stockholder Representative, required under this Agreement; and (D) all such actions as may be necessary to carry out any of the transactions contemplated by this Agreement, including, without limitation, the defense and/or settlement of any claims for which indemnification is sought pursuant to this Article VII and any waiver of any obligation of Parent or the Surviving Corporation. (e) 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. Any The Escrow Participants 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses"”). The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereofAgreement, shall constitute a decision of the Indemnifying Parties Escrow Participants and shall be final, binding and conclusive upon the Indemnifying PartiesEscrow Participants; 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 PartiesEscrow Participants. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement and by delivery of a Letter of Transmittal, each Stockholder shall be deemed to have agreed to appoint Xxxxx Xxxxx Xxxxxxx Xxxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, to negotiate enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against the Escrow Fund and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders 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 two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesStockholders. (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. Any The Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, Representative shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. Each Majority Stockholder hereby designates and appoints (aand each permitted Transferee of each such Majority Stockholder is hereby deemed to have so designated and appointed) Each Xx. Xxxxx X. Neer and, in the case of his inability to act, Xx. Xxxx X. Baldwin (the “Stockholder Representative”), as its attorney-in-fact with full power of substitution for each of them, to serve as the representative of such Majority Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Majority Stockholder (including the voting of the Indemnifying Parties Subject Shares in accordance with Sections 3.1(a) and (b)), and hereby appoint Xxxxx Xxxxx as its agent acknowledges that the Stockholder Representative shall be authorized to take any action so required, authorized, or contemplated by this Agreement. Each such Majority Stockholder further acknowledges that the foregoing appointment and attorney in fact as designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Majority Stockholder. Each such Majority Stockholder hereby authorizes (and each such Permitted Transferee of such Majority Stockholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Majority Stockholder pursuant to this Agreement, except for notices and actions taken by the Stockholder Representative. Nexus is and will be entitled to rely on any action so taken or any notice given by any Stockholder Representative and is and will be entitled and authorized to give notices only to the Stockholder Representative for and on their behalf any notice contemplated by this Agreement to give and receive notices and communications, be given to authorize payment any such Majority Stockholder. A successor to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled chosen by the holders of a majority in interest of the Escrow Fund. No bond shall be required of shares held by the Stockholder Representative, and Majority Stockholders; provided that notice thereof is given by the new 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 Indemnifying PartiesNexus. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each Stockholder by acceptance of its portion of the Indemnifying Parties Merger Shares shall be deemed to have designated and appointed Xxxxx Xxxxxxx (and Xxxxx Xxxxxxxxx as the alternate in the event that Xx. Xxxxxxx is unable to serve) with full power of substitution (the "Stockholder Representative") as the representative of any such Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by the Stockholders and hereby appoint Xxxxx Xxxxx as its agent acknowledges that the Stockholder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any Stockholder including the execution of all agreements and attorney in fact as certificates referenced herein. Each Stockholder is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such Stockholder. Each Stockholder is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by each Stockholder pursuant to this Agreement except for the Stockholder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Stockholder Representative and are and will be entitled and authorized to give notices only to the Stockholder Representative for any notice contemplated by this Agreement to be given to any such Stockholder. By the acceptance of its portion of the Merger Shares, each Stockholder shall be deemed to have waived any and on their behalf to give and receive notices and communicationsall claims that they may have or assert, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions including those that are either (i) necessary or appropriate may arise in the judgment of either of future, against the Stockholder Representative for the accomplishment of the foregoing any action or (ii) specifically mandated inaction taken or not taken by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of connection with his service as 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 Indemnifying Parties. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and except in the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration case of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses own bad faith or willful misconduct. In consideration of any legal counsel retained by his agreement to serve as the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses be released from any remaining portion of the Available Escrow Fund prior to liability for any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to action or inaction taken or not taken in his capacity as the Stockholder Representative. For , except in the purposes case of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover own bad faith or willful misconduct. By the full amount acceptance of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction its portion of the Merger Shares, each Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding deemed to have agreed that the reasonable and conclusive upon the Indemnifying Parties; customary fees and Parent may rely upon any such decision, act, consent or instruction of expenses incurred by the Stockholder Representative as being in the decision, act, consent exercise of his right or instruction the performance of his duties hereunder (including reasonable attorneys' fees and expenses and the fees and expenses of accountants and other experts) shall be borne by the Stockholders based on their pro rata portion of the Indemnifying Parties. Parent is hereby relieved from any liability Escrow Shares, and each Stockholder agrees to any person for any acts done by them in accordance with such decision, act, consent or instruction of promptly reimburse the Stockholder RepresentativeRepresentative with respect to such amounts.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communicationscommunications in respect of indemnification claims under this Agreement to be recovered against the Escrow Fund, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of any indemnification claims hereunder by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders 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 two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative or other vacancy in the position of Stockholder Representative Representative, such vacancy may be 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 servicesservices other than pursuant to the terms of that certain Stockholder Representative Agreement, dated on or about the date hereof, entered into by and among the Stockholder Representative, the Company and certain of the Stockholders. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying PartiesStockholders. (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 without gross negligence. The Stockholders on whose behalf the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on Escrow Amount was contributed to the part of Escrow Fund 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 ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall Representative and any amounts required to be referred paid by the Stockholder Representative to herein as "the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses". The Indemnifying Parties on whose behalf ”), in each case, as such Stockholder Representative Expense is incurred or suffered; provided, that in the Aggregate Escrow Amount was contributed event that any such Stockholder Representative Expense is finally adjudicated to have arisen from the Escrow Fund agree that bad faith, gross negligence or willful misconduct of the Stockholder Representative or any of its members, managers, agents, employees or affiliates, the Stockholder Representative will reimburse the Stockholders the amount of such Stockholder Representative Expense attributable to such bad faith, gross negligence or willful misconduct. The Representative Expense Amount shall have be available to reimburse the right to be reimbursed solely from the Escrow Fund Stockholder Representative for the any Stockholder Representative Expenses. Following the termination of the Escrow Period and Expiration Date, the resolution of all pending indemnification claims made by under this Agreement and the Parent Indemnified Parties for Lossessatisfaction of all such indemnification claims, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses not previously recovered from any remaining portion of the Available Representative Escrow Fund from the Escrow Fund prior to any distribution to the Indemnifying PartiesStockholders, and prior to any such distribution, the Stockholder Representative shall deliver to Parent the Escrow Agent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representativeactually incurred and not previously recovered. For the purposes avoidance of determining how many shares doubt, while this section allows the Stockholder Representative to be paid from the Representative Escrow Fund and Escrow Fund, this Section 7.6(b) shall not limit the obligation of Parent Common Stock any Stockholder to promptly pay such Stockholder Representative Expenses as they are incurred. 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 be entitled distribute such portion of the Representative Expense Amount that has not been used to recover for any reimburse the Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right if any, to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) Agent, who will promptly distribute such funds to the Stockholders in accordance with their respective Pro Rata Portions. 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 Section 8.1 hereof8.3 or Section 8.4, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, conclusive and binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Indemnifying Parties hereby appoint Xxxxx Xxxxx any Stockholder, Shareholder Representative Services LLC, a Colorado limited liability company shall be appointed as its agent and attorney in attorney-in-fact (the “Stockholder Representative”) for each Stockholder (except such Stockholders, if any, as the Stockholder Representative shall have perfected their appraisal rights under Delaware Law), for and on their behalf of such Stockholders, to take all actions required or permitted by this Agreement or the Escrow Agreement, including without limitation to give and receive notices and communications, to authorize payment to the Parent of funds from the Available Escrow Fund Funds in satisfaction of claims by Parent, to object to such paymentsdeliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to ParentParent and Escrow Agent; provided, however, provided that the Stockholder Representative may not be removed unless holders of a two thirds majority–in–interest of the Escrow Fund Funds agree to such removal and to the identity of the substituted agent. A If the Stockholder Representative shall resign or there is otherwise any vacancy in the position of Stockholder Representative Representative, such vacancy may be filled by approval of the holders of a majority in majority–in–interest of the Escrow FundFunds. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for his, her or its servicesservices other than pursuant to the terms of the Stockholder Representative Agreement entered into between Shareholder Representative Services LLC, the Company and certain of the Stockholders on or about the date hereof. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Indemnifying PartiesStockholders for purposes of claims against the Escrow Funds under this Agreement and the Escrow Agreement. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. (c) Notwithstanding anything to the contrary contained herein, each Indemnifying Party shall severally and not jointly (and solely in the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part of proportion to their respective Pro Rata Share) indemnify and hold harmless and reimburse the Stockholder Representative from and against any and all Losses suffered or incurred by the Stockholder Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholder Representative under this Agreement (collectively, the “Stockholder Representative Expenses”) provided that in connection with the acceptance event it is finally adjudicated that a Stockholder Representative Expense or administration any portion thereof was primarily caused by the gross negligence, bad faith or willful misconduct of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses Stockholder Representative will reimburse the Indemnifying Parties the amount of any legal counsel retained such indemnified Stockholder Representative Expense attributable to such gross negligence, bad faith or willful misconduct. At the Closing, UK Acquiror shall deposit an amount equal to the Stockholder Representative Escrow Amount to an account designated in writing by the Stockholder Representative, to be held by the Stockholder Representative for the payment of expenses incurred by the Stockholder Representative in performing his, her or its duties pursuant to this Agreement. The Stockholder Representative Escrow Amount shall be referred to herein held by the Stockholder Representative as "agent and for the benefit of the Indemnifying Parties in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any Stockholder Representative Expenses". The Stockholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Indemnifying Parties shall not receive interest or other earnings on whose behalf the Aggregate Stockholder Representative Escrow Amount was contributed and the Indemnifying Parties irrevocably transfer and assign to the Stockholder Representative any ownership right that they may have in any interest that may accrue on the Stockholder Representative Escrow Fund agree Amount. The Indemnifying Parties acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice. The Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund no responsibility or liability for any loss of principal of the Stockholder Representative ExpensesEscrow Amount other than as a result of its gross negligence, bad faith or willful misconduct. Following For tax purposes, the Stockholder Representative Escrow Amount shall be treated as having been received and voluntarily set aside by the Indemnifying Parties at the time of Closing. (d) Any of the Stockholder Representative Escrow Amount originally deposited with the Stockholder Representative at the Closing that has not been expended or that the Stockholder Representative is not permitted to otherwise retain pursuant to the terms of this Agreement as soon as practicable following the latest of (i) the end of the Escrow Period, (ii) the date on which all indemnification claims of the Indemnified Parties outstanding at the end of such period have been discharged in full and (iii) the date on which all earn-out matters shall have been fully resolved, shall be returned by the Stockholder Representative to the Escrow Agent and will constitute a “Released Escrow Amount” and will be allocated in accordance with the provisions of Section 2.6(f). Parent shall have no Liability relating to the administration of the Stockholder Representative Escrow Amount. Additionally, following the termination of the Escrow Period, or, with respect to any portions of the Escrow Funds retained beyond the Escrow Period and for pending claims, following the resolution date on which such indemnification claims of all pending claims made by the Parent Indemnified Parties for Lossesoutstanding at the end of such period have been discharged in full, the Stockholder Representative shall have the right with respect to recover the any Stockholder Representative Expenses from that are not reimbursed by any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying PartiesParty as provided for herein, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover set off such Stockholder Representative Expenses against the Escrow Amount that would otherwise have been distributed to such Indemnifying Parties pursuant to the terms hereof at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Escrow Agent; provided, however, that no such Stockholder Representative Expenses shall be set off against the Escrow Funds prior to the date(s) on which funds from the Escrow Funds would otherwise be distributable to the Indemnifying Parties as provided for herein, and no Stockholder Representative Expenses shall be reimbursed from or set off against the Escrow Funds if the aggregate Losses of the Indemnifying Parties hereunder exceed the Escrow Funds. For the avoidance of doubt, while this section allows the Stockholder Representative to be paid from the Stockholder Representative Escrow Amount, this does not relieve the Indemnifying Parties from their obligation to promptly pay any Stockholder Representative Expenses hereunderas they are suffered or incurred, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to nor does it prevent the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding from seeking any remedies available to it at law or otherwise against the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundIndemnifying Parties. (ce) A decision, act, consent consent, or instruction of the Stockholder Representative, including but not limited Representative with respect to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, the Escrow Funds shall constitute a decision of all the Indemnifying Parties Stockholders for whom a portion of the Escrow Amount otherwise issuable to them is deposited in the Escrow Funds and shall be final, binding binding, and conclusive upon each of such Stockholders with respect to the Indemnifying Parties; Escrow Funds, 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 Partieseach and every such Stockholder. The Escrow Agent and Parent is are hereby relieved from any liability Liability to any person Person for any acts done by them in accordance with such decision, act, consent consent, or instruction of the Stockholder Representative. (f) Following the delivery of each indemnification claim notice and the Final Revenue Certification, the Stockholder Representative and its representatives and agents shall be given all such access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Parent, including but not limited to the individuals responsible for preparing the Final Revenue Certification or the individuals responsible for the matters that are subject of such claim notice, as the case may be, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in such Final Revenue Certification or claim notice, as applicable. (g) Notwithstanding any other provisions of this Section 8.6, the authority of the Stockholder Representative is limited as follows: (i) the Stockholder Representative may not agree to any amendment, modification or waiver of this Agreement or the Escrow Agreement which would decrease the aggregate amount payable to any Stockholder pursuant to this Agreement without the consent of such Stockholder; (ii) the Stockholder Representative may not agree to any amendment, modification or waiver of this Agreement or the Escrow Agreement which would result in the amounts payable by the UK Acquiror or Merger Sub as consideration for the issued and outstanding shares of Company Capital Stock represented by the Certificates being distributed in any manner other than as set forth in this Agreement, without the consent of all of the Consideration Recipients; (iii) the Stockholder Representative may not agree to any amendment, modification or waiver of this Agreement or the Escrow Agreement which would result in an increase of any Stockholder’s indemnity or other obligations or liabilities under this Agreement or the Escrow Agreement without the consent of such Stockholder; and (iv) the Stockholder Representative may not agree to any amendment, modification or waiver to this Agreement or the Escrow Agreement which provides for any increase in the amount of the Escrow to be provided by any Consideration Recipient, or any decrease in the amount of consideration to be received by any Consideration Recipient, or any extension of the time period for when any monies receivable by a Consideration Recipient will actually be received by such Consideration Recipient, without the prior written consent of such Consideration Recipient.

Stockholder Representative. (a) Each By virtue of 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 Indemnifying Parties hereby shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC, as of the Closing, as its agent representative, agent, attorney-in-fact and attorney in fact as the Stockholder Representative for and on their behalf of the Indemnifying Parties for all purposes in connection with this Agreement and ancillary agreements hereto including to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund communications in satisfaction respect of indemnification claims by Parent, to object to such paymentsunder this Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) permitted or specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided. Notwithstanding the foregoing, however, that in the event of a resignation of the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A or other vacancy in the position of Stockholder Representative Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow FundStockholders. No bond shall be required of the Stockholder Representative. After the Closing, and the Stockholder Representative shall not receive any compensation for its services. Notices notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction of the Stockholder RepresentativeRepresentative on behalf of the Stockholders, including but not limited to an amendment, extension or waiver amendment of any provision of this Agreement pursuant to Section 8.1 8.2 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; , 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. Parent is hereby relieved from any liability to any person for any acts done by them Parent in accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) 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 (“Stockholder Representative Expenses”) arising out of or in connection with this Agreement and any Related Agreements, in each case as such Stockholder Representative Expense is suffered or incurred; provided, that in the event that any such Stockholder Representative Expenses 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 Stockholder Representative Expenses to the extent attributable to such gross negligence or willful misconduct. Stockholder Representative Expenses 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 Stockholders; 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 Stockholder Representative Expenses as they are suffered or incurred. 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 hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholder Representative or the termination of this Agreement. The Parent may rely upon any decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. The Parent 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. (d) At or immediately prior to the Closing, the Company will wire to the Stockholder Representative $250,000 (the “Expense Fund”) which will be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any Stockholder Representative Expenses incurred pursuant to this Agreement and any related agreements. 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 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, withholding or income distribution obligations. The Indemnifying Parties 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 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 treated as having been received and voluntarily set aside by the Indemnifying Parties at the time of Closing.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Xxxxxx X. Xxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to such claimsthis Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesStockholders. (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. Any The Stockholders 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 and arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel counsel, accountant or other professional adviser retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses"”). The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereofAgreement, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby appoint Xxxxx Xxxxx Stockholders’ adoption of this Agreement and approval of the Merger, and without further act of any Stockholder, the Stockholders shall be deemed to have appointed Xxxxxxx Xxxxxx as its the agent and attorney in attorney-in-fact as for each Stockholder (except such Stockholders, if any, holding Dissenting Shares) to act on behalf of the Stockholder Representative for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Stockholders with respect to such any and all matters, claims, and to take all other actions that are either (i) necessary controversies, or appropriate in the judgment disputes arising out of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this AgreementAgreement or any of the Transaction Documents and to take any action on behalf of the Stockholders thereunder (the “Stockholder Representative”). Such agency If more than one Person acts as the Stockholder Representative, a decision of a majority of such Persons shall be conclusive. In the event of the death, disability or resignation of a Stockholder Representative, a successor may be changed appointed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses"Stockholders. The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right power to be reimbursed solely from the Escrow Fund for take any and all actions which the Stockholder Representative Expenses. Following believes are necessary or appropriate or in the termination best interests of the Escrow Period Stockholders, as fully as if each such Stockholder was acting on its, his or her own behalf with respect to the Merger and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, indemnification under this Agreement and to take any action or no action in connection therewith as the Stockholder Representative may deem appropriate as effectively as the Stockholders could act themselves, including the settlement or compromise of any dispute or controversy. The authority granted hereunder is deemed to be coupled with an interest. The death or incapacity of any Stockholder shall not terminate the authority and agency of the Stockholder Representative. Digirad shall have the right to recover the Stockholder Representative Expenses from rely on any remaining portion of the Available Escrow Fund prior actions taken or omitted to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of taken by the Stockholder Representative as being the decision, act, consent act or instruction omission of the Indemnifying Parties. Parent is hereby relieved from any liability to any person Stockholders, without the need for any acts done by them in accordance with inquiry, and any such decision, act, consent actions or instruction omissions shall be binding upon each of the Stockholders. The Stockholder RepresentativeRepresentative shall incur no liability, loss, damage or expense as a result of any action taken in good faith hereunder, including any legal fees and expenses.

Stockholder Representative. (a) Each By virtue of their approval of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent Merger, each Securityholder designates and attorney in fact as appoints the Stockholder Representative as such Securityholder’s agent and attorney-in-fact with full power and authority to act for and on their behalf of each Securityholder to give and receive notices and communications, to accept service of process on behalf of the Securityholders pursuant to Section 9.4(f) and Section 11.11, to authorize payment and agree to adjustments to the Parent from the Available Escrow Fund in satisfaction Notes under Section 2.7 and other applicable provisions of claims by Parent, to object to such paymentsthis Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders Judgments of courts or other Governmental Authorities and awards of arbitrators arbitrators, with respect to, any claims by any Purchaser Indemnified Party against any Stockholder or by any Stockholder against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and any Securityholder, in each case relating to such claims, this Agreement or the transactions contemplated by this Agreement and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 each of the Indemnifying PartiesSecurityholders for all purposes under this Agreement. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder may, in his sole and absolute discretion, delegate its authority as Stockholder Representative while acting in good faith and to any one of the Stockholders or to a third-party entity that is generally in the exercise business of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part of the Stockholder Representative and arising out of or providing stockholder representative services in connection with mergers and acquisitions for a fixed or indeterminate period of time upon not fewer than 10 Business Days’ prior written notice to the acceptance Purchaser in accordance with Section 11.2. In the event of the death or administration incapacity of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained a successor Stockholder Representative will be elected promptly by the Stockholders whose interests aggregate not less than a majority of the aggregate consideration set forth on the Final Merger Consideration Allocation Schedule and the Securityholders will so notify the Purchaser. Each successor Stockholder Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the term “Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for ” as used in this Agreement includes any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the successor Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute Representative constitutes a decision of all the Indemnifying Parties Securityholders and shall be is final, binding and conclusive upon the Indemnifying Parties; Securityholders, and Parent the Purchaser and any Indemnified Party 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 PartiesSecurityholders. Parent The Purchaser is hereby relieved from any liability Liability to any person Person for any acts done or omissions by them the Purchaser in accordance with such decision, act, consent or instruction of the Stockholder Representative. Without limiting the generality of the foregoing, the Purchaser is entitled to rely, without inquiry, upon any document delivered by the Stockholder Representative as being genuine and correct and having been duly signed or sent by the Stockholder Representative. (d) The Stockholder Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Stockholder Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Securityholders will severally indemnify and hold harmless the Stockholder Representative from and against any Losses the Stockholder Representative may suffer as a result of any such action or omission. (e) The Stockholder Representative will receive no compensation for services as the Stockholder Representative. The Securityholders will reimburse, on a pro rata basis in proportion to their interest in the aggregate consideration set forth on the Final Merger Consideration Allocation Schedule, the Stockholder Representative for professional fees and expenses of any attorney, accountant or other advisors retained by the Stockholder Representative and other reasonable out-of-pocket expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative’s duties under this Agreement. The Stockholder Representative Fund, as established pursuant to Section 1.2(c)(ii), shall by used by the Stockholder Representative solely for the payment of expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative’s duties and obligations hereunder. The Stockholder Representative Fund shall be available to the Stockholder Representative in addition to any amounts permitted to be paid to the Stockholder Representative pursuant to this Section 11.1. Notwithstanding anything to the contrary herein, in no event shall (i) any Indemnified Party have any rights in or to the Stockholder Representative Fund or (ii) the Purchaser have any obligation or incur any expense with respect to the Stockholder Fund, except as set forth in Section 1.2(c)(ii). The Purchaser shall not have any responsibility or liability for the manner in which the Stockholder Representative uses the amount reserved for the Stockholder Representative Fund. The Stockholder Representative Fund shall be distributed pursuant to the terms of the Escrow Agreement. The Purchaser shall have no obligation with respect to the distribution of any remaining Stockholder Representative Fund. (f) This appointment and grant of power and authority by the Securityholders to the Stockholder Representative pursuant to this Section 11.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Stockholder or by operation of Law, whether upon the death or incapacity of any Stockholder, or by the occurrence of any other event.

Stockholder Representative. (a) Each By virtue of the approval of this Agreement by the Required Stockholder Vote and/or delivery of a Release to Parent and participation in the Employee Release, Non-Competition and Waiver Plan, each of the Indemnifying Parties hereby shall be deemed to have agreed to appoint Xxxxx Xxxxx Bessemer Venture Partners VI, LP as its agent and attorney in fact fact, as the Stockholder Representative for and on their behalf of the Indemnifying Parties to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund Holdback in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, in each case relating to this Agreement or the transactions contemplated hereby and to take all other actions that are either (i) necessary or -71- appropriate in the judgment of either 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 Indemnifying Parties from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds (2/3) interest of the Escrow Fund Holdback agree to such removal and to the identity of the substituted agentrepresentatives. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow FundHoldback. 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 Indemnifying Parties. (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. Any lossact done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith. The Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any and all losses, liability or expense liabilities, claims, damages and expenses 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 reasonable costs of investigating and the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as Representative and the allocated costs of in-house counsel ("Stockholder Representative ExpensesSTOCKHOLDER REPRESENTATIVE EXPENSES"). The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share recovery of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover Stockholder Representative Expenses (i) from the Escrow Fund. Holdback prior to any distribution from the Holdback to the Indemnifying Parties but after the satisfaction of all claims by Indemnified Parties for Losses and (cii) if the Holdback is insufficient (after the satisfaction of all claims by Indemnified Parties for Losses) to fully satisfy the Stockholder Representative Expenses incurred, the Stockholder Representative may recover such expenses from the Total Deferred Consideration on a pro rata basis amongst the holders thereof. In no event shall any deduction from the Total Deferred Consideration by the Stockholder Representative pursuant to this SECTION 7.4(b) constitute an event of default under any instrument or agreement or otherwise give rise to any liability on the part of Parent. 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 Section 8.1 SECTION 7.3 and SECTION 7.4 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. Parent is hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Stockholder Representative.

Stockholder Representative. (a) Each of Shareholder Representative Services LLC has been or will be appointed as the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in attorney-in-fact for each Stockholder (such person, and any successor or replacement thereof as provided below, the “Stockholder Representative”) pursuant to the Letter of Transmittal. The Stockholder Representative shall be authorized, for and on their behalf of all the Stockholders, to sign this Agreement, the Escrow Agreements and bind the Stockholders in respect of each provision hereof and thereof. The Stockholder Representative shall also be authorized, for and on behalf of all the Stockholders, to give and receive notices and communications, to authorize authorize: (i) the payment of monies by the Stockholders, (ii) the distribution to the Parent Alarm of monies from the Available Escrow Fund Agreement, in each case in satisfaction of claims for Losses by ParentAlarm on behalf of the Alarm Indemnified Parties, and to object to such paymentsdistributions, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration or resolution by the Accounting Referee and comply with orders of courts and awards of arbitrators and/or the Accounting Referee with respect to such claimsthe consideration adjustment pursuant to Section 2.3 and claims for Losses, as applicable, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for to accomplish the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency The Stockholder Representative may be changed by the Indemnifying Parties holders of a majority of shares of Common Stock outstanding on an as converted basis immediately prior to the Closing (the “Majority Stockholders”) and from time to time upon not less than 30 days ten (10) days’ prior written notice to Parent; provided, however, Alarm certifying that the Stockholder Representative may not be has been removed unless holders of a two thirds interest by the requisite vote or consent of the Escrow Fund agree to such removal Stockholders and to specifying the identity of substitute Stockholder Representative appointed by the substituted agentStockholders. A vacancy in the position of The Stockholder Representative may be filled by resign at any time. Following the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder RepresentativeClosing, and the Stockholder Representative shall not receive any compensation for its services. Notices notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Indemnifying PartiesStockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement in its capacity as the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without gross negligence or bad faith on willful misconduct or upon the part advice of legal counsel. The Stockholders shall jointly and severally indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any Losses incurred by the Stockholder Representative (including reasonable fees and expenses of any legal counsel retained by the Stockholder Representative) arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunderhereunder or under the Escrow Agreement, including in each case as such Loss is suffered or incurred; provided, that in the reasonable fees and expenses of event that any legal counsel retained such Loss is finally adjudicated to have been primarily caused by the Stockholder Representativegross negligence, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent willful misconduct or instruction bad faith of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being will reimburse the decisionStockholders the amount of such indemnified Loss attributable to such gross negligence, actwillful misconduct or bad faith. If not paid directly to the Stockholder Representative by the Stockholders, any such Losses may be recovered by the Stockholder Representative from the Stockholder Representative Fund. To the extent the Stockholder Representative Fund has been exhausted, such Losses may be recoverable with the prior written consent or instruction of the Indemnifying Parties. Parent is hereby relieved Majority Stockholders from any liability to any person for any acts done by them in accordance with (i) the Escrow Amount at such decision, act, consent or instruction of the Stockholder Representative.time as remaining

Stockholder Representative. 9.8.1 Each of the Stockholders hereby appoints the Stockholder Representative as such Stockholder's agent and attorney-in-fact, coupled with an interest, to act for and on behalf of all of the Stockholders, in the sole and absolute discretion of the Stockholder Representative, to (a) Each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder Representative for and on their behalf to give and receive notices and communicationscommunications on behalf of the Stockholders (including, without limitation, Claim Notices, and Claim Objection Notices, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such paymentscollect and pay funds, to agree to, assert, negotiate, enter into settlements and compromises of, and demand arbitration arbitration, commence and defend litigation and comply with orders of courts and awards of arbitrators with respect to such claimsany claim of indemnification under this Article 9, and to take all other actions that are either (i) necessary or appropriate in the judgment of either sole and absolute discretion of the Stockholder Representative for the accomplishment of the foregoing foregoing, or (ii) specifically contemplated or mandated by the terms of this Article 9, and (b) to grant any extension, consent or waiver contemplated by Sections 8.3, 10.3 and 10.4 hereof, and for no other purpose whatsoever. By execution of this Agreement. Such agency may be changed by , the Indemnifying Parties from time to time upon Stockholder Representative hereby accepts such appointment. 9.8.2 Upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative and API, the Stockholders may not be removed unless holders remove the Stockholder Representative for any or no reason upon the affirmative vote of Stockholders collectively representing at least fifty percent (50%) in Pro Rata Portion of the Stockholders, subject to appointment of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder replacement Stockholders Representative may be filled by the holders of a majority same percentage in interest of the Escrow FundStockholders. No bond The Stockholder Representative shall be required of the Stockholder Representative, receive no compensation for his services as such and the Stockholder Representative shall not receive be required to post a bond. The Stockholder Representative shall use commercially reasonable efforts to provide the Stockholders with (a) Claim Notices and Claim Objection Notices from API, if any, and (b) any compensation for its services. Notices waivers or communications to grants given or from made by the Stockholder Representative shall constitute notice under Section 8.3 and 10.4 hereof, and to keep the Stockholders informed in reasonable detail regarding any claim or from the Indemnifying Partiesproceedings under this Article. (b) 9.8.3 The Stockholder Representative shall not be liable for any act done or omitted hereunder omission in his capacity as Stockholder Representative such while acting in good faith and in the exercise of reasonable judgment. Any Excepting gross negligence or willful misconduct, the Stockholders shall 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 by the Stockholder Representative and arising out of or in connection with the acceptance or administration of the duties of Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel, investment bankers, accountants, representatives and other professional advisors retained by the Stockholder Representative. The Stockholder Representative shall be deemed to have acted reasonably and prudently if he acts in accordance with advice by legal counsel retained by the Stockholder Representative, shall be referred to herein Representative in his capacity as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundsuch. (c) 9.8.4 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 Section 8.1 hereof, Representative shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying Parties; Stockholders and Parent API 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 PartiesStockholders for all purposes under this Article 9 and Sections 8.3 and 10.4 hereof. Parent API is hereby relieved from any liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. 9.8.5 In the event that the Stockholder Representative incurs any expenses in performance of his duties hereunder or in acting on behalf of the Stockholders, the Stockholders agree to promptly reimburse the Stockholder Representative upon receipt of an invoice therefor delivered by the Stockholder Representative in proportion to their respective Pro Rata Portions of the amount of such invoice.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Stockholders or by receiving the benefits thereof, including any consideration payable hereunder, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC, as of the Closing, as its representative, agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to take all actions in connection with Agreement that are to be taken by the Stockholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article XI, to give and receive notices and communications, to authorize payment to the any Parent Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against any Stockholders or by any such Stockholders against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Stockholders, in each case relating to such claimsthis Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such The Stockholder Representative may resign at any time, and such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of at least a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. In the event a vacancy in the position of Stockholder Representative exists for fifteen (15) or more days, Parent shall have the right to petition a court of competent jurisdiction to appoint a replacement Stockholder Representative. 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 Indemnifying PartiesStockholders. (b) The Stockholder Representative represents and warrants to Parent that, as of the Closing, it has the limited liability company power and authority to enter into and perform this Agreement (subject to the laws of agency). (c) Until notified in writing by the Stockholder Representative that it has resigned, or that it has been removed by at least two-thirds in interest of the Escrow Fund, Parent may rely conclusively and act upon the joint directions, instructions and notices of the Stockholder Representative named above. (d) The Company, the Escrow Participants and the Stockholders each hereby authorize the Stockholder Representative to: (i) Receive all notices or documents given or to be given to the Escrow Participants or the Stockholders pursuant hereto or in connection herewith or therewith and to receive and accept services of legal process in connection with any suit or proceeding arising under this Agreement; (ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the transactions contemplated hereby or thereby as the Stockholder Representative may in its sole discretion deem appropriate; and (iii) Take such action as the Stockholder Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Parent or Sub contained in this Agreement or in any document delivered by Parent or Sub pursuant hereto; (B) taking such other action as the Stockholder Representative are authorized to take under this Agreement; (C) receiving all documents or certificates and making all determinations, in their capacity as Stockholder Representative, required under this Agreement; and (D) all such actions as may be necessary to carry out any of the transactions contemplated by this Agreement, including the defense and/or settlement of any claims for which indemnification is sought pursuant to this Article XI and any waiver of any obligation of Parent or the Surviving Corporation. (e) 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 act done action or omitted hereunder as Stockholder Representative while acting in good faith and in omission pursuant to the exercise advice of reasonable judgmentcounsel. Any loss, liability or expense incurred without negligence or bad faith on the part of The Stockholders 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 acceptance event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or administration willful misconduct of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have will reimburse the right Stockholders the amount of such indemnified Representative Loss to recover the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholder 65 Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholder Representative Expenses may be paid from any remaining portion the aforementioned sources of funds, this does not relieve the Available Escrow Fund prior Stockholders from their obligation to any distribution to the Indemnifying Parties, and prior to any promptly pay such distribution, Representative Losses as they are suffered or incurred. In no event will the Stockholder Representative shall deliver be required to Parent a certificate setting advance its own funds on behalf of the Stockholders 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 Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative Expenses to hereunder. The foregoing indemnities will survive the Stockholder Representative. For Closing, the purposes resignation or removal of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share or the termination of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expensesthis Agreement. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereofAgreement, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. 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 Stockholder Representative. (f) Upon the Closing, the Company will wire $250,000 (the “Expense Fund”) to the Stockholder Representative, which will be used for any expenses incurred by the Stockholder Representative. 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 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 Stockholders. For U.S Federal income Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing.

Stockholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Indemnifying Parties hereby appoint any Stockholder or Preferred Stockholder, Xxxxxx Xxxxx Xxxxx shall be appointed as its agent and attorney in attorney-in-fact as (the "Stockholder Representative Representative") for each Stockholder or Preferred ----------------------------- Stockholder, for and on their behalf of the Stockholders or Preferred Stockholder, to give and receive notices and communications, to authorize payment to the delivery of Parent of shares of Parent Common Stock from the Available General Escrow Fund in satisfaction of claims by Parent, to object to such paymentsdeliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Indemnifying Parties Stockholders and Preferred Stockholder from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds majority in interest of in the General Escrow Fund agree to such removal and to the identity of the substituted agent. A Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of in the General Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its his or her services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Indemnifying PartiesStockholders and Preferred Stockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative, except due to such person's gross negligence or bad faith. The Stockholders and Preferred Stockholder on whose behalf the General Escrow Amount was contributed to the General Escrow Fund shall severally indemnify the Stockholder Representative while acting in good faith and in hold the exercise of reasonable judgment. Any 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, decision act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, Representative shall constitute a decision of all Stockholders and Preferred Stockholders for whom a portion of the Indemnifying Parties General Escrow Amount otherwise issuable to them is deposited in the General Escrow Fund and shall be final, binding and conclusive upon each of such Stockholders and Preferred Stockholders, and the Indemnifying Parties; 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 Partieseach and every such Stockholder or Preferred Stockholder. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each Upon the adoption of this Agreement and the approval of the Indemnifying Parties Acquisitions and the transactions contemplated hereby appoint Xxxxx Xxxxx as its agent by the Company Stockholders, the Columbia Seller and attorney in fact the TKH Sellers, and without further act of any Company Stockholder, Columbia Capital, LLC (the “Stockholder Representative”) shall be appointed as the Stockholder Representative for and on their behalf hereunder with the exclusive right to give and receive notices and communications, to authorize payment to the any Parent Indemnified Party from the Available Escrow Fund in satisfaction of claims and Losses by Parenta Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsclaims or Losses, to receive payments on behalf of the Company Stockholders due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent under this Agreement following the Effective Time, to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Company Stockholders in connection with any claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Company Stockholders, the Columbia Seller and the TKH Sellers from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesCompany Stockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted without gross negligence or bad faith hereunder as Stockholder Representative. Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Sellers shall be, severally based on their respective Pro Rata Portion of the Aggregate Equity Consideration and not jointly, obligated to indemnify the Stockholder Representative while acting in good faith and in hold the exercise of reasonable judgment. Any 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 ’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 9.3(c) to the Sellers of any proceeds remaining in the Escrow Fund, the Stockholder Representative shall be referred entitled to herein 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 Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed pursuant to this Agreement to the Escrow Fund agree extent that the Stockholder Representative shall have the right Reserve would be insufficient to be reimbursed solely from pay and reimburse fees and expenses of third parties. (c) The grant of authority provided for in this Section 10.1: (i) is coupled with an interest and is being granted, in part, as an inducement to Parent and Holdco to enter into this Agreement and the Escrow Fund for Agreement, and shall be irrevocable and survive the Stockholder Representative Expenses. Following the termination death, incompetency, bankruptcy or liquidation of the Company or any Seller shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Seller of the whole or any fraction of such Seller’s interest in the Escrow Period Fund. (d) In connection with the performance of its obligations hereunder and under the resolution of all pending claims made by the Parent Indemnified Parties for LossesEscrow Agreement, the Stockholder Representative shall have the right at any time and from time to recover time to select and engage, at the cost and expense of the Seller (as contemplated by Section 10.1(b), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Stockholder Representative Expenses from may 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 remaining portion instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, powers conferred upon the Stockholder Representative shall deliver to Parent a certificate setting forth hereunder or thereunder, (i) the Stockholder Representative Expenses 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 Sellers, Parent, Holdco, the Surviving Corporation, Columbia Blocker or TKH Blocker or any of their respective Affiliates 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 bad faith or gross negligence on the part of the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock , and (ii) the Stockholder Representative shall be entitled to recover for 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 Expenses hereunder, each share of Parent Common Stock pursuant to such advice shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES in no event subject the Stockholder Representative to liability to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoingCompany Stockholders, Parent, Holdco, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount Surviving Corporation, Columbia Blocker, TKH Blocker or any of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundtheir respective Affiliates. (cf) All 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 but not limited to an amendment, extension or waiver of this Agreement pursuant to Article IV or Section 8.1 hereof10.7, as applicable, shall constitute a decision of the Indemnifying Parties Sellers and shall be final, binding and conclusive upon the Indemnifying PartiesSellers; and Parent the Escrow Agent, Parent, Holdco 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 Indemnifying PartiesSellers. Parent is The Escrow Agent, Parent, Holdco and the Surviving Corporation are hereby relieved from any liability Liability to any person 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 its 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, and each of the Stockholder Representative Documents will be at or prior to the Closing, 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) Each The stockholders, by virtue of their approval of the Indemnifying Parties hereby appoint Xxxxx Xxxxx Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, Xxxxxxx Xxxxxxxx (together with his or its permitted successors, the "Stockholder Representative"), as their true and lawful agent and attorney attorney-in-fact to enter into any agreement in fact as connection with the Stockholder Representative for transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on their behalf him or it 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 communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such claimsagreement, and to take all other actions that are either (i) necessary including, without limitation, the defense, settlement or appropriate in compromise of any claim, action or proceeding for which the judgment of either of Parent or the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency Merger Sub may be changed by the Indemnifying Parties from time entitled 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, indemnification and the Stockholder Representative shall not receive any compensation for its servicesagrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in- fact. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (b) This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative shall not be liable for any act done action taken or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability not taken by him or expense incurred without negligence or bad faith on the part of the Stockholder Representative and arising out of or it in connection with his or its obligations under this Agreement (i) with the acceptance or administration consent of Stockholders who, as of the Stockholder Representative's duties hereunderdate of this Agreement, including owned 66 2/3 in number of the reasonable fees and expenses outstanding shares of any legal counsel retained by Common Stock (treating the Preferred Stock on an as-converted basis) or (ii) in the absence of his or its own gross negligence or wilful misconduct. If Xxxxxxx Xxxxxxxx shall be unable or unwilling to continue to serve as the Stockholder Representative, then Xxxx Xxxxxx shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For If Xxxx Xxxxxx shall be unable or unwilling to serve in such capacity, then his or its successor shall be named by those persons holding 66 of the purposes of determining how many shares of Parent Common Stock outstanding (treating the Preferred Stock on an as-converted basis) at the Effective Time who shall serve and exercise the powers of Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each The Stockholder Representative is hereby designated to act as the representative, agent and attorney-in-fact for each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx Stakeholders and their successors and assigns in accordance with this Section 6.1, effective as its agent of the Closing, for all purposes under this Agreement and attorney each Ancillary Agreement to which the Stockholder Representative is a party in fact his capacity as such, and the Stockholder Representative, by his signature to this Agreement, agrees to serve in such capacity. (b) In his capacity as Stockholder Representative, the Stockholder Representative shall have the power and authority to take such actions from and after the Closing on behalf of each of Stakeholders as the Stockholder Representative for and on their behalf Representative, in his sole judgment, may deem to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate be in the judgment best interests of either the Stakeholders or otherwise appropriate on all matters related to or arising from this Agreement and each Ancillary Agreement without having to seek or obtain the consent of any Person under any circumstance. (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 Stakeholder shall not terminate or diminish the authority and agency of the Stockholder Representative for the accomplishment of the foregoing Representative. (d) Should Xxxxx Xxxxxx or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the any replacement Stockholder Representative may not resign or be removed unless unable to serve, the holders of a two thirds majority-in-interest of the Escrow Fund agree Shares may designate any other Stakeholder to serve as the replacement Stockholder Representative, provided that such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled Stakeholder designated by the holders of a majority in majority-in-interest of the Escrow FundShares shall have executed and delivered to each of the other parties hereto a counterpart to this Agreement, solely in his/her/its capacity as the replacement Stockholder Representative. No bond The decisions and actions of such replacement Stockholder Representative shall be required be, for all purposes, those of the Stockholder Representative, Representative as if originally named herein. (e) Each Stakeholder forever voluntarily releases and discharges the Stockholder Representative shall not receive and its Representatives, successors and assigns, from any compensation for its services. Notices 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 communications unknown, anticipated or unanticipated, arising as a result of or incurred in connection with any actions taken or omitted to or from be taken by the Stockholder Representative shall constitute notice pursuant to or from the Indemnifying Partiesterms of the Escrow Agreement, ​ ​ ​ except to the extent it can be demonstrated that the Stockholder Representative was grossly negligent. (bf) The Stakeholders shall jointly and severally indemnify the Stockholder Representative shall not be liable for and hold it harmless against any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or gross negligence, bad faith 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 the Escrow Agreement. The Stockholder Representative's duties hereunderRepresentative may receive reimbursement directly from the Stakeholders (or, including at the reasonable fees and expenses discretion of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed from any distribution to the Stakeholders to be made under the Escrow Fund agree that Agreement) for any and all expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Stockholder Representative shall have in the right to be reimbursed solely from performance or discharge of its rights and obligations under the Escrow Fund for Agreement. (g) From the Stockholder Representative Expenses. Following Effective Time through the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for LossesAgreement, the Stockholder Representative shall have access to information about Parent and its Subsidiaries and the right reasonable assistance of Parent’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 recover the extent that such information or assistance is reasonably necessary for the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Partiesperform his duties and exercise his rights under the Escrow Agreement; provided, and prior to any such distribution, that the Stockholder Representative shall deliver treat confidentially and not use or disclose to anyone any nonpublic information from or about Parent or any of its Subsidiaries (except for disclosures on a certificate setting forth the Stockholder Representative Expenses need to the Stockholder Representative. For the purposes know basis to individuals who agree to treat such information confidentially under terms of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled a confidentiality agreement reasonably acceptable to recover for any Stockholder Representative Expenses hereunderParent, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES disclosures to the average closing sale price of one share of Parent Common Stock legal counsel or as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right otherwise required to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from enforce the Escrow FundAgreement). (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Indemnifying Parties hereby appoint Xxxxx Xxxxx any stockholder, Steven P. Flannery shall be appointed as its agent and attorney in attorney-in-fact as the Stockholder Representative (txx "Xxxxxxxxxxx Xxpresentative"") for each Stockholder, for and on their behalf of the Stockholders, to give and receive notices and communications, to authorize payment delivery to the Parent of shares of Parent Common Stock from the Available Escrow Fund in satisfaction of claims by Parent, to object to such paymentsdeliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds majority in interest of in the Escrow Fund agree to such removal and to the identity of the substituted agent. A Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of in the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its his or her services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Indemnifying PartiesStockholders. (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. Any 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 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, shall be referred to herein as "Stockholder Representative Expenses"Stockholders. The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, Representative shall constitute a decision decision, act, consent or instruction of all Stockholders for whom a portion of the Indemnifying Parties 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 Indemnifying Parties; 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 Partieseach and every such Stockholder. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Indemnifying Parties hereby appoint any Company Stockholder, Jonaxxxx Xxxxx Xxxxx xxxll be appointed as its agent and attorney in attorney-in-fact as (the Stockholder Representative "STOCKHOLDER REPRESENTATIVE") for each Company Stockholder, for and on their behalf of the Company Stockholders, to give and receive notices and communications, to authorize payment delivery to the Parent of shares of Parent Common Stock from the Available Escrow Fund in satisfaction of claims by Parent, to object to such paymentsdeliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by foregoing. The identity of the terms of this Agreement. Such agency Stockholder Representative may be changed by the Indemnifying Parties Company Stockholders from time to time upon not less than 30 ten (10) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of in the Escrow Fund agree to such removal and to the identity of the substituted agentStockholder Representative. A vacancy in If the position of Stockholder Representative may be filled by resigns, the holders of a majority in interest of in the Escrow FundFund shall promptly appoint a successor Stockholder Representative. No bond shall be required of the Stockholder Representative, and the a Stockholder Representative shall not receive any compensation for its his or her services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Indemnifying PartiesCompany 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. Any The Company 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 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, Representative shall constitute a decision of all Company Stockholders for whom a portion of the Indemnifying Parties Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Company Stockholders, and the Indemnifying Parties; Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative Representatives as being the decision, act, consent or instruction of the Indemnifying Partieseach and every such Company Stockholder. The Escrow Agent and Parent is 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. (d) The Stockholder Representative shall be and hereby is authorized to retain counsel, accountants, or other professional assistants to assist in determining the validity of claims or in otherwise acting hereunder as a Stockholder Representative. Any such expenses (the "Stockholder Representative Expenses") shall be borne by the Company Stockholders, and the Stockholder Representative is hereby authorized to receive and liquidate, from the Parent Common Stock held in the Escrow Fund which is distributed to the Company Stockholders upon the Expiration Date pursuant to Section 7.2(b) hereof, if any, that number of shares of Parent Common

Stockholder Representative. (a) Each of Stockholder hereby appoints the Indemnifying Parties hereby appoint Xxxxx Xxxxx Stockholder Representative as its agent and attorney in fact as the Stockholder Representative for and on their behalf attorney-in-fact, to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby and thereby, and to take all other actions that are either either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency The Stockholder Representative may be changed by the Indemnifying Parties Principal Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesStockholders. (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. Any The Stockholders on whose behalf the Escrow Fund was contributed to the Escrow Account 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 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, shall be referred to herein as Representative ("Stockholder Representative Expenses"). The Indemnifying Parties on whose behalf Promptly after the Aggregate Escrow Release Date, and subject to Section 9.6, any shares of Parent Common Stock, Cash Amount was contributed to or other property that remain available in the Escrow Fund agree shall constitute security for the indemnification obligations set forth in the immediately preceding sentence and shall be released to the Stockholder Representative upon delivery by the Stockholder Representative to Parent and the Escrow Agent prior to the Release Date of a certificate signed by an officer of the Stockholder Representative: (1) stating that the Stockholder Representative shall have is entitled to such indemnity payment, (2) specifying in reasonable detail the right to be reimbursed solely from basis of such claim, and (3) any additional documentation evidencing the Escrow Fund for the Stockholder Representative Expenses. Following the termination validity of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from reasonably requested by the Escrow Fund. (c) Agent, Parent or any holder of Company Common Stock. 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 Section 8.1 10.3 and Section 10.4 hereof, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. Each Selling Stockholder hereby irrevocably appoints Xxxxxx X. Xxxxx (athe “Stockholder Representative”) Each as such Selling Stockholder’s representative, attorney-in-fact 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 Purchaser in accordance with the terms 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 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 Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent transactions contemplated by this Agreement, including the power: · to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement; · to negotiate, execute and attorney deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in fact as connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Selling Stockholder shall execute and deliver any such documents which the Stockholder Representative for and on their behalf agrees to execute); · to terminate this Agreement if the Selling Stockholders are entitled to do so; · to give and receive all notices and communicationscommunications to be given or received under this Agreement and to receive service of process in connection with the any claims under this Agreement, to authorize payment to the Parent from the Available Escrow Fund including service of process in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements connection with arbitration; and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and · to take all other actions that are either (i) which under this Agreement may be taken by the Selling Stockholders and 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 his sole discretion relating to the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms subject matter of this AgreementAgreement as fully and completely as such Selling Stockholder could do if personally present. Such agency may be changed by the Indemnifying Parties from time · If Xxxxxx X. Xxxxx becomes unable 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the serve as Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices Xxxxxxxxxxx X. Xxxxx, or communications to such other Person or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (b) The Stockholder Representative shall not Persons as may be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred without negligence or bad faith on the part designated by a majority 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 RepresentativeSelling Stockholders, shall be referred to herein succeed as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Jxxx Xxxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Stockholders to give and receive notices and communications, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of claims by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing foregoing, or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesStockholders. (ba) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith without gross negligence. The Stockholders shall severally (each based on its Pro Rata Portion) but not jointly indemnify the Stockholder Representative and in hold the exercise of reasonable judgment. Any 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 ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Representative (“Stockholder Representative Expenses"”). The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereofAgreement, shall constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each of the Indemnifying Parties Stockholders hereby appoint appoints Xxxxx Xxxxx X. Xxxxxxx as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative (the "Stockholder ----------- Representative") for and on their behalf of the Stockholders (and with regard to -------------- Claims made against the Stockholders directly, for and on behalf of the Stockholders) to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund (or, in the event there are no amounts remaining in the Escrow Fund, by two-thirds of the Stockholders agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund (or, in the event there are no amounts remaining in the Escrow Fund, by three of the four other Stockholders. 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 Indemnifying PartiesStockholders. (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. Any The Stockholders on whose behalf the Holdback and Escrow Shares were contributed to the Escrow Fund shall 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 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 8.3 and Section 8.4 hereof, shall ----------- ----------- constitute a decision of the Indemnifying Parties Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesStockholders; 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 PartiesStockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each By approving the Merger by written consent, or by execution of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent a Letter of Transmittal or an Option Holder Letter of Transmittal, each Company Escrow Party, shall have irrevocably authorized and attorney in fact as the Stockholder appointed Shareholder Representative for and on their behalf to give and receive notices and communicationsServices, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofLLC, and demand arbitration any replacement representative appointed pursuant to Section 1.10(b) (the “Stockholder Representative”), with full power of substitution and comply with orders of courts resubstitution, as his, her or its representative and awards of arbitrators true and lawful attorney-in-fact and agent to act in his, her or its name, place and stead with respect to such claimsall matters arising in connection with this Agreement, including the power and to take all other actions that are either authority, in his or her sole discretion, to: (i) necessary take any action contemplated to be taken by the Company Escrow Party under this Agreement, including pursuant to Article VIII, the Escrow Agreement or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or any other Operative Document; (ii) specifically mandated by the terms of negotiate, determine, defend and settle any disputes that may arise under or in connection with this Agreement. Such agency , including with respect to any Indemnification Claim pursuant to Article VIII, the Escrow Agreement or any other Operative Document; and (iii) make, execute, acknowledge and deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and any other instruments, and generally do any and all things and take any and all actions that may be changed by requisite, proper or advisable in connection with this Agreement, including pursuant to Article VIII, the Indemnifying Parties from time to time upon not less than 30 days prior written notice to Parent; provided, however, that Escrow Agreement or any other Operative Document. (b) The appointment of the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy revoked except in the position of accordance with this Section 1.10(b). (i) The Stockholder Representative may be filled removed as the Stockholder Representative and replaced with another Person by the holders of written agreement among a majority in interest of the Company Escrow Parties according to each Company Escrow Party’s Pro Rata Share. The Stockholder Representative may resign at any time upon giving 30 business days’ prior written notice of such resignation to Parent and each Company Escrow Party. In the event of the Stockholder Representative’s death or Disability, he or she shall automatically be removed as the Stockholder Representative, without any action on the part of Parent or any Company Escrow Party. (ii) In the event of the Stockholder Representative’s resignation, death or Disability, a majority in interest of the Company Escrow Parties according to each Company Escrow Party’s Pro Rata Share shall in good faith promptly agree in writing to a replacement Stockholder Representative. If as a result of the Stockholder Representative’s resignation, death, Disability or removal there is no appointed Stockholder Representative at the time of the expiration of any Survival Period set forth in Section 8.1 or at the expiration of any period in which any Parent Indemnified Party is required to provide notice to the Stockholder Representative with respect to any Indemnification Claim or action to be taken in connection with this Agreement or the Escrow Agreement, such period shall be deemed to be extended by the number of calendar days that elapses between the expiration of any such period and the appointment of a replacement Stockholder Representative pursuant to the preceding sentence. (c) Notwithstanding the provisions of Section 1.7, an amount otherwise payable to the Company Escrow Parties equal to the Stockholder Representative Expense Fund will be delivered to the Stockholder Representative. The Stockholder Representative Expense Fund shall be withheld from the Merger Consideration that would otherwise be payable to the Company Escrow Parties according to each Company Escrow Party’s Pro Rata Share. The Stockholder Representative Expense Fund shall be held by the Stockholder Representative in a segregated client bank account and shall be used solely for the purposes of paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to the terms specified herein or in the Escrow Agreement. The Company Escrow Parties shall not receive interest or other earnings on the Stockholder Representative Expense Fund and the Company Escrow Parties irrevocably transfer and assign to the Stockholder Representative any ownership right that they may have in any interest that may accrue on funds held in the Stockholder Representative Expense Fund. No bond The Company Escrow Parties acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice. The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Stockholder Representative Expense Fund other than as a result of its gross negligence or willful misconduct. As soon as practicable following the date on which funds remaining in the Escrow Account, if any, are to be required released to the Company Escrow Parties under the terms of the Escrow Agreement, the Stockholder Representative shall disburse the remaining balance of the Stockholder Representative Expense Fund, if any, to the Escrow Agent for distribution to the Company Escrow Parties based on each Company Escrow Party’s Pro Rata Share. (d) 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 Stockholder Representative’s services pursuant to this Agreement and the Escrow Agreement, except in the event of liability directly resulting from the Stockholder Representative’s gross negligence, willful misconduct or fraud. The Company Escrow Parties shall indemnify, defend and hold harmless the Stockholder Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (collectively, “Representative Losses”) 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, in each case as such Representative Loss is incurred or suffered; provided that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence or willful misconduct of the Stockholder Representative, and the Stockholder Representative shall will reimburse the Company Escrow Parties the amount of such indemnified Representative Loss attributable to such gross negligence or willful misconduct. If not receive paid directly to the Stockholder Representative by the Company Escrow Parties, any compensation for its services. Notices such losses, liabilities or communications expenses may be recovered by the Stockholder Representative from (i) the funds in the Stockholder Representative Expense Fund and (ii) to or the extent the Stockholder Representative Expense Fund has been depleted, the amounts of the Escrow Amount otherwise distributable to the Company Escrow Parties pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Escrow Agent; provided that while this section allows the Stockholder Representative to be paid from the Stockholder Representative shall constitute notice Expense Fund and the Escrow Amount, this does not relieve the Company Escrow Parties from their obligation to promptly pay such Representative Losses as such Representative Losses are suffered or from the Indemnifying Parties. (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. Any lossincurred, liability or expense incurred without negligence or bad faith on the part of nor does it prevent the Stockholder Representative and arising out of from seeking any remedies available to it at law 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundotherwise. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By voting in favor of the Indemnifying Parties adoption of this Agreement, the approval of the principal terms of the Combination Transactions, and the consummation of the Combination Transaction, executing a Joinder Agreement or participating in the Combination Transactions and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Combination Transactions, and without any further action of any of the Company Stockholders, the Company Warrantholder or the Company, each Company Stockholder and the Company Warrantholder shall be deemed to have approved the designation of, and hereby appoint Xxxxx Xxxxx designates, as its of the Closing, Shareholder Representative Services LLC as the representative, exclusive agent and attorney in attorney-in-fact as the Stockholder Representative for and on their behalf of the Company Stockholders and Company Warrantholder for all purposes in connection with this Agreement (including Article VII) and the agreements ancillary hereto, including to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing foregoing, or (ii) specifically mandated permitted by the terms of this Agreement. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Company Stockholders or Company Warrantholder, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Stockholders and Company Warrantholder. Such agency may be changed by the Indemnifying Parties Company Stockholders and Company Warrantholder from time to time upon not less than 30 ten (10) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless the former holders of a two thirds interest majority of the Escrow Fund Company Capital Stock (on an as-converted basis) agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the former holders of a majority in interest of the Escrow FundCompany Capital Stock (on an as-converted basis). No bond shall be required of the Stockholder Representative, and . The engagement fee of the Stockholder Representative shall not receive any compensation be paid by the Company prior to the Closing and considered a Transaction Expense for its servicespurposes of this Agreement. Notices After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying PartiesCompany Stockholders and Company Warrantholder. Furthermore, each Company Stockholder and the Company Warrantholder agrees to the appointment of Xxxxx Xxxx Xxxxxxxx as the sole member of the “Advisory Committee” under that certain engagement letter, dated as of the date hereof, with the Stockholder Representative. (b) The Neither the Stockholder Representative shall not be liable for any act done or omitted hereunder as nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Stockholder Representative while acting Group”) shall incur liability of any kind with respect to any action or omission by the Stockholder Representative in good faith connection with their services pursuant to this Agreement and in the exercise of reasonable judgment. Any lossagreements ancillary hereto, liability or expense incurred without except to the extent resulting from the bad faith, gross negligence or bad faith on the part willful misconduct of the Stockholder Representative. The Company Stockholders and Company Warrantholder shall, jointly and severally, indemnify, defend and hold harmless the Stockholder Representative Group from and against any and all losses, liabilities, damages, penalties, fines, forfeitures, actions, fees, claims, judgments, amounts paid in settlement and reasonable out-of-pocket costs and expenses (including the out-of-pocket fees and expenses of counsel and experts and their staffs, in connection with seeking recovery from insurers and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) to the extent arising out of or in connection with the acceptance Stockholder Representative’s execution and performance of this Agreement and the agreements ancillary hereto or administration thereto, 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's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have promptly reimburse the right Company Stockholders and Company Warrantholder the amount of such indemnified Representative Loss to recover the extent attributable to such bad faith, gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholder Representative Expenses from any remaining portion funds that become payable to the Company Stockholders and Company Warrantholder under this Agreement at such time as such amounts would otherwise be distributable to the Company Stockholders and Company Warrantholder; provided, that while the Stockholder Representative may be paid from the aforementioned source of funds, this does not relieve the Company Stockholders and Company Warrantholder from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event shall the Stockholder Representative be required to advance its own funds on behalf of the Available Escrow Fund prior Company Stockholders or Company Warrantholder, or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to any distribution to this Agreement or the Indemnifying Parties, and prior to any such distributiontransactions contemplated hereby or thereby. Furthermore, the Stockholder Representative shall deliver not be required to Parent a certificate setting forth take any action unless the Stockholder Representative Expenses 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. 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 Stockholders and Company Warrantholder set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder RepresentativeRepresentative hereunder. For The Company Stockholders and Company Warrantholder acknowledge and agree that the purposes foregoing indemnities and immunities shall survive the resignation or removal of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover , the full amount termination of indemnifiable Losses that Parent is entitled to recover from this Agreement and the Escrow FundClosing. (c) 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 any Company Stockholder or the Company Warrantholder, and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Stockholder or the Company Warrantholder of the whole or any fraction of his, her or its interest in the Deferred Amount. A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of Representative under this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties Company Stockholders and Company Warrantholder, and shall be final, binding and conclusive upon the Indemnifying Parties; Company Stockholders, Company Warrantholder and their respective successors as if expressly confirmed and ratified in writing by the Company Stockholders and Company Warrantholder, and all defenses which may be available to any Company Stockholder or the Company Warrantholder to contest, negate or disaffirm the action of the Stockholder Representative taken in good faith under this Agreement are waived. 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 PartiesCompany Stockholders and Company Warrantholder. Parent is hereby relieved from any liability Liability to any person Person for any acts done by them Parent in accordance with such decision, act, consent or instruction of the Stockholder Representative. The Stockholder Representative shall be entitled to: (A) rely upon the Allocation Schedule, (B) rely upon any signature believed by it to be genuine, and (C) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Stockholder, Company Warrantholder or other party.

Stockholder Representative. (a) Each Shareholder Representative Services LLC is hereby appointed as the agent and attorney‑in‑fact of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact as the Stockholder Representative for and on their behalf of the Indemnifying Parties to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties from time to time upon not less than 30 ten (10) days prior written notice to Parent; provided, however, that the Stockholder Representative may resign at any time and may not be removed unless the former holders of a two thirds interest majority of the Escrow Fund Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the former holders of a majority in interest of the Escrow FundCompany Capital Stock. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its servicesservices other than pursuant to the terms of that certain Engagement Letter to be entered into by and among the Stockholder Representative, the Company and certain of the Indemnifying Parties. Notices After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from the Stockholder Representatives (including the Indemnifying Parties). (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as Stockholder Representative while acting in good faith and in the exercise absence of reasonable judgmentwillful misconduct and gross negligence. Any loss, liability or expense incurred without negligence or bad faith on the part of The Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expenses of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunderhereunder or under the Escrow Agreement, including in each case as such Representative Loss is suffered or incurred; provided, that in the reasonable fees and expenses event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "the Stockholder Representative Expenses"will reimburse the Indemnifying Parties 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 Indemnifying Parties, any such Representative Losses may be recovered by the Stockholder Representative from (i) the Expense Fund Amount and (ii) the Escrow Amount 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 Expense Fund Amount and the Escrow Amount, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the 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 on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund acknowledge and agree that the Stockholder Representative shall have foregoing indemnities will survive the right to be reimbursed solely from the Escrow Fund for resignation or removal of the Stockholder Representative Expenses. Following or the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundthis Agreement. (c) 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 Section 8.1 7.3 and Section 7.4 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. Parent is hereby relieved from any liability Liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Indemnifying Parties hereby shall be deemed to have agreed to appoint Xxxxx Xxxxx Shareholder Representative Services LLC as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Indemnifying Parties for all purposes in connection with this Agreement and the agreements ancillary hereto, including without limitation to give and receive notices and communicationscommunications in respect of indemnification claims under this Agreement to be -50- recovered against the Escrow Fund, to authorize payment to the Parent any Indemnified Party from the Available Escrow Fund in satisfaction of any indemnification claims hereunder by Parentany Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated or permitted by the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Stockholder Representative shall not have the authority to enter into any settlement or compromise or otherwise agree to any claims to the extent that such claim involves Excess Loss (the “Authority Limitation”). Such agency may be changed by the Indemnifying Parties Stockholders 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 two thirds majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative or other vacancy in the position of Stockholder Representative Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, and the Stockholder Representative shall not receive any compensation for its services. Notices notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (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. Any loss, liability or expense incurred without gross negligence or bad faith willful misconduct. The Indemnifying Parties on whose behalf the part of Escrow Amount was contributed to the Escrow Fund 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 arising out of or in connection with the acceptance or administration of the Stockholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall Representative and any amounts required to be referred paid by the Stockholder Representative to herein as "the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses"”). The If not paid directly to the Stockholder Representative by the Indemnifying Parties on whose behalf Parties, any such Stockholder Representative Expenses may be recovered by the Aggregate Escrow Amount was contributed Stockholder Representative from (i) first, the funds in the Expense Fund and (ii) then, to the extent the funds in the Expense Fund are insufficient, the amounts in the Escrow Fund agree that at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties. For the avoidance of doubt, while this Section 7.6(b) allows the Stockholder Representative shall have the right to be reimbursed solely paid from the Expense Fund and the Escrow Fund for following the Stockholder Representative Expenses. Following the termination of the Escrow Period Expiration Date and the resolution of all pending indemnification claims made by under this Agreement and the Parent Indemnified Parties for Lossessatisfaction of all such indemnification claims, this Section 7.6(b) shall not limit the obligation of any Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred. In no event will the Stockholder Representative shall have be required to advance its own funds on behalf of the right to recover Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative Expenses from any remaining portion or the termination of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representativethis Agreement. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof9.2 or Section 9.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding and conclusive 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 is 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) Upon the Closing, Parent shall wire to a segregated client bank account maintained by the Stockholder Representative, an amount equal to US$250,000 (the “Expense Fund”), and each Indemnifying Party shall be deemed to have contributed his Pro Rata Portion of the Expense Fund. The Stockholder Representative shall hold the Expense Fund in accordance with this Agreement on behalf of the Indemnifying Parties as a fund which will be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to this Agreement. The Indemnifying Parties shall 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 will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence, willful misconduct or bad faith. The Stockholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneously with or as soon as practicable following the release in full of the Escrow Fund, the Stockholder Representative shall deliver the balance of the Expense Fund to the Paying Agent for further distribution to the Indemnifying Parties in accordance with their respective Pro Rata Portions. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Parties at the time of Closing. (d) The Escrow Fund shall be held and disposed of in accordance with the terms and conditions of this Agreement and the Escrow Agreement, in a form reasonably acceptable to the parties thereto (the “Escrow Agreement”), and shall be entered into at the Effective Time, by and among Parent, the Stockholder Representative and the Escrow Agent. The Escrow Fund shall be deemed deducted on a pro rata basis from the consideration each of the Stockholders would otherwise have been entitled to receive as part of the consideration for their shares of Company Capital Stock at the Effective Time pursuant to Section 1.6(b)(i), and, subject to the provisions of this Agreement and the Escrow Agreement. The Escrow Fund shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party. Approval of this Agreement and the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Fund in escrow, and the approval of the appointment of the Stockholder Representative.

Stockholder Representative. (a) Each Upon the adoption of this Agreement and the approval of the Indemnifying Parties Merger and the transactions contemplated hereby appoint by the Company Stockholders, effective at the Effective Time, and without further act of any Company Stockholder, Xxxx Xxxxx Xxxxx as its agent and attorney in fact shall be appointed as the Stockholder Representative and as the agent and attorney-in-fact for and on their behalf of each Company Stockholder to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties former Company Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Partiesformer Company Stockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith faith. The former Company Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Stockholder Representative and in hold the exercise of reasonable judgment. Any Stockholder Representative harmless against any loss, liability or expense incurred without 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 ’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 Sections 1.9 and 7.3(c) to the former Company Stockholders of any proceeds remaining in the Escrow Fund, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate extent that any distribution out of the Escrow Amount was contributed Fund to the former Company Stockholders includes amounts representing income and gains earned with respect to the Escrow Fund agree or that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losseswould represent Earn-Out Payments, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any deduct and withhold from such income and gains included in such distribution or that would represent Earn-Out Payment amounts to pay and reimburse fees and expenses incurred or expected to be incurred in connection with his role as Stockholder Representative Expenses hereunderpursuant to this Agreement; provided, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to however, that the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is be entitled to recover from deduct and withhold any such amounts in excess of $500,000 in the Escrow Fundaggregate. (c) 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 Section 8.1 hereof8.3 and Section 8.4, shall constitute a decision of the Indemnifying Parties former Company Stockholders and shall be final, binding and conclusive upon the Indemnifying Partiesformer Company Stockholders; 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 Partiesformer Company Stockholders. The Escrow Agent and Parent is 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.

Stockholder Representative. (a) Each In order to efficiently administer the transactions contemplated hereby, including the defense, payment and/or settlement of any claims for which the Escrow Amount, if any, may be available to indemnify any of the Indemnifying Indemnified Parties pursuant to Article IX, the Shareholders hereby appoint Xxxxx Xxxxx designate Xxxxxxx Xxxx (a Shareholder) as their representative and agent as described herein (the “Representative”). The Representative, by executing and delivering this Agreement in its capacity as a Shareholder hereunder, hereby agrees to its appointment as Representative. (b) The Shareholders authorize the Representative, and constitute the Representative as agent and attorney in fact as the Stockholder Representative for and on their behalf of the Shareholders, (i) to take all action necessary in connection with the defense, payment and/or settlement of any claims for which the Escrow Amount, if any, may be available to indemnify any of the Indemnified Parties pursuant to Article IX hereof, (ii) to give and receive all notices required to be given under this Agreement, (iii) to take any and communications, all additional action as is contemplated to authorize payment to be taken by the Parent from Representative by the Available Escrow Fund in satisfaction terms of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofthis Agreement, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and (iv) to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of any of the foregoing foregoing. (c) In the event that the Representative dies, becomes unable to perform its responsibilities hereunder or (ii) specifically mandated by resigns from such position, the terms other Shareholders are authorized to and shall jointly select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto; provided, however, if no such successor Representative is named within twenty (20) days of such death, inability or resignation, Buyer may select a successor Representative from the Shareholders, which selection will be binding, subject to the next sentence. Such agency The person designated to serve as the Representative may be changed by a Majority in Interest of the Indemnifying Parties Shareholders from time to time upon not less than 30 days ten (10) days’ prior written notice to Parent; providedBuyer. Any such Shareholder who becomes a successor Representative agrees, howeverby execution and deliver of this Agreement at the Closing in its capacity as a Shareholder, that to perform the Stockholder Representative may not be removed unless holders of a two thirds interest tasks of the Escrow Fund agree to such removal Representative in accordance with the terms of this Agreement. (d) Any decision or action by the Representative, including any agreement between the Representative and Buyer relating to the identity defense, payment or settlement of any claims for which the Escrow Amount, if any, may be available to indemnify any of the substituted agent. A vacancy in the position Indemnified Parties pursuant to Article IX hereof, shall constitute a decision or action of Stockholder Representative may all Shareholders and shall be filled by the holders of a majority in interest of the Escrow Fundfinal, binding and conclusive upon each such Shareholder. No bond Shareholder shall be required of have the Stockholder Representativeright to object, and dissent, protest or otherwise contest the Stockholder same. (e) The Representative shall not receive have any compensation for its services. Notices or communications liability to or from any of the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. (b) The Stockholder Representative shall not be liable Shareholders 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. Any lossThe Shareholders shall indemnify the Representative to the fullest extent permitted by law (i) for all costs and expenses of the Representative incurred in the performance of its duties as Representative, liability (ii) if the Representative was or expense incurred without negligence is or bad faith becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, arbitration, audit, hearing, proceeding, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) (a “Proceeding”) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator (a “Representative Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that the Representative is or was a shareholder representative, or by reason of any action or inaction on the part of the Stockholder Representative while serving in such capacity, against any and arising out of or all expenses (including legal fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Proceeding), judgments, fines and penalties of such Representative Claim, and (iii) any Taxes imposed on the acceptance or administration Representative as a result of the Stockholder Representative's duties hereunderactual or deemed receipt of any payments under this Agreement ((i), (ii) and (iii), collectively, the “Representative Expenses”), including the reasonable fees all interest, assessments and expenses other charges paid or payable in connection with or in respect of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, in no event shall the Stockholder Representative's right to recover Stockholder Representative be indemnified for any Representative Expenses shall that arise out of the Representative’s gross negligence, bad faith or willful misconduct or with respect to any Proceeding instituted by the Representative to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Representative in such Proceeding was not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundmade in good faith or was frivolous. (cf) A decision, act, consent or instruction All costs and expenses of the Stockholder RepresentativeRepresentative shall be the joint and several obligation of the Shareholders, including but and not limited to an amendmentthe responsibility or obligation of Buyer or the Company. (g) The Shareholders, extension or waiver by their approval and adoption of this Agreement Agreement, authorize Buyer to rely conclusively on the instructions and decisions of the Representative as to the defense, payment or settlement of any claims for indemnification by any of the Indemnified Parties pursuant to Section 8.1 Article IX hereof, shall constitute a decision of and any other actions required or permitted to be taken by the Indemnifying Parties Representative hereunder, and shall be final, binding and conclusive upon the Indemnifying Parties; 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. Parent each Indemnified Party is hereby relieved from any liability to any person Shareholder, and to any heir, executor, legal representative or successor of any Shareholder, for any acts done by them such Indemnified Party in accordance with such decision, act, consent instructions or instruction decisions of the Stockholder Representative.

Stockholder Representative. (a) Each 13.12.1By virtue of the Indemnifying Parties approval of the Merger and this Agreement (not including the exhibits and schedules hereto) by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to hereby appoint Xxxxx Xxxxx as Xxxxxxxx its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf to give and receive notices and communicationsof the Stockholders (the "Stockholder Representative"), to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary to exercise the rights and fulfill the obligations of the Stockholders hereunder and under the Escrow Agreement, including, but not limited to, the delivery and receipt of notices, the resolution of disputes among or involving the Stockholders, and such other actions that are either (i) necessary as shall be appropriate for the Stockholder Representative to take on behalf of one or appropriate in more of the judgment of either Stockholders. All such decisions and actions taken by the Stockholder Representative shall be binding upon the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Furthermore, SCT and the Escrow Agent shall be entitled to rely conclusively on such written instructions of the Stockholder Representative for the accomplishment which (i) state such writing is being delivered pursuant to Section 13.11 of the foregoing or this Agreement, (ii) specifically mandated is executed by the terms Stockholder Representative and (iii) is being delivered to SCT or the Escrow Agent on behalf of one or more of the Stockholders. Moreover, no party hereunder shall have any cause of action against SCT or the Escrow Agent for any action taken by SCT or the Escrow Agent in reliance upon such instructions or decisions delivered to SCT or the Escrow Agent by the Stockholder Representative. Furthermore, the provisions of this AgreementSection 13.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by each Stockholder to the Stockholder Representative and shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder. Such agency may As compensation for serving as Stockholder Representative, the Stockholder Representative shall receive the Stockholder Representative Payment, payable in two equal installments, the first being on the business day following the 9 month anniversary of the Closing Date, and the second being on the Expiration Date. The Stockholder Representative Payment shall be changed made from the Escrow Fund. Lastly, all fees and expenses incurred by the Indemnifying Parties from time Stockholder Representative pursuant to time upon not less than 30 days prior written notice to Parentthis Section 13.11 shall be paid by the Stockholders; provided, however, that in lieu of receiving direct payment by the Stockholder Representative may not be removed unless holders of a two thirds interest of the Escrow Fund agree to such removal and Stockholders, but subject to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without 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 prior right of any legal counsel retained by the Stockholder Representative, shall be referred Indemnified Party to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending make claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover from the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying PartiesShareholders, any fees, costs and prior to expenses, including those of any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to legal counsel or other professional retained by the Stockholder Representative. For , in connection with the purposes performance, acceptance and administration of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fundduties hereunder. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact The Stockholders agree that [**] shall act as the Stockholder Representative for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofRepresentative, and demand arbitration approval of this Agreement by the Stockholders shall constitute ratification and comply with orders approval of courts and awards such designation. The Stockholder Representative may be removed by the vote of arbitrators with respect Persons which collectively owned more than 50% of the Company Common Stock at the Effective Time of the Merger (“Majority Holders”). In the event of the death, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by a vote of Majority Holders. Any failure by the Majority Holders to such claimsappoint a new Stockholder Representative upon the death, and to take all other actions that are either (i) necessary resignation or appropriate in the judgment of either removal of the Stockholder Representative for shall not have the accomplishment effect of releasing the foregoing or (ii) specifically mandated by the terms of Stockholders from any liability under this Agreement. Such agency may be changed by , the Indemnifying Parties from time Escrow Agreement or otherwise. (b) The Stockholder Representative shall have such powers and authority as are necessary to time upon not less than 30 days prior written notice carry out the functions assigned to Parentthem under this Agreement (including with respect to claims for indemnification pursuant to this Article XI); provided, however, that the Stockholder Representative may not be removed unless holders of a two thirds interest will have no obligation to act on behalf of the Escrow Fund agree to such removal Stockholders, except as expressly provided herein and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying PartiesAgreement. (bc) 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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative Parent shall have the right to rely conclusively upon all actions taken or omitted to be reimbursed solely from the Escrow Fund for taken by the Stockholder Representative Expenses. Following the termination pursuant to this Agreement and any instrument, agreement or document relating hereto or thereto all of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative which actions or omissions shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to legally binding upon the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundStockholders. (cd) A decisionThe parties shall treat any indemnification payment under Article XI as an adjustment to the Merger Consideration. To the extent that any such indemnification payment is treated as other than an adjustment to the Merger Consideration and is determined to be taxable to the party receiving such payment by any taxing authority, act, consent or instruction the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the Stockholder Representativereceipt of such payment and any related costs incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including but not limited the defense or settlement thereof, relating to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder RepresentativeTaxes).

Stockholder Representative. (a) Each By the execution and delivery of this Agreement, the Stockholders hereby irrevocably constitute and appoint Russxxx Xxxxx XXX as the true and lawful agent and attorney-in-fact of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent Stockholders with full power of substitution to act in the name, place and attorney stead of the Stockholders with respect to the escrow arrangements contemplated by this Agreement, and to act on behalf of the Stockholders in fact any dispute, claim, litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholder Representative for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) shall deem necessary or appropriate in connection with the judgment transactions contemplated by this Agreement and Russxxx Xxxxx XXX hereby accepts appointment as Stockholder Representative. If Russxxx Xxxxx XXX dies or otherwise becomes incapacitated and unable to serve as Stockholder Representative, Robexx Xxxxx xxxll serve as the new Stockholder Representative. The appointment of either the Stockholder Representative shall be deemed coupled with an interest and shall be irrevocable, and Parent, the Escrow Agent, and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholder Representative in all matters referred to herein. All payments and notices made or delivered by Escrow Agent or Parent to the Stockholder Representative for the accomplishment benefit of the foregoing Stockholders shall discharge in full all liabilities and obligations of Escrow Agent or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and Parent to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection Stockholders 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, shall be referred to herein as "Stockholder Representative Expenses"respect thereto. The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree Stockholders hereby confirm all that the Stockholder Representative shall have the right do or cause to be reimbursed solely from the Escrow Fund for done by virtue of his appointment as the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundStockholders. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties hereby approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Senior Preferred Stockholders shall be deemed to have agreed to appoint Xxxxx Xxxxx Xxxx Capital Venture 2001, L.P. as its agent and attorney in fact attorney-in-fact, as the Stockholder Representative for and on their behalf of the Senior Preferred Stockholders (and upon any resignation of Xxxx Capital Venture 2001, L.P. as the Stockholder Representative, Neocarta Ventures, L.P. as its agent and attorney-in-fact, as the Stockholder Representative for and on behalf of the Senior Preferred Stockholders) to take any action pursuant to or in connection with Section 4.15 and Article VII, to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund any Indemnified Party in satisfaction of claims by Parentany Indemnified Party, to object to such paymentspayments from the Indemnification Escrow Fund, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions with respect to such claims that are either (i) necessary or appropriate in the judgment of either 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 Indemnifying Parties Senior Preferred Stockholders from time to time upon not less than 30 thirty (30) days prior written notice to ParentBuyer; provided, however, that the Stockholder Representative may not be removed unless holders of the Senior Preferred Stockholders holding (on an as-exercised basis) a two thirds interest majority of the Escrow Fund outstanding shares of the Senior Preferred Stock held by the Senior Preferred Stockholders (as of immediately prior to the Effective Time) agree to such removal and to the identity of the substituted agent. A vacancy in Xxxx Capital Venture 2001, L.P. may resign as the position Stockholder Representative at any time upon written notice to Buyer, whereupon Neocarta Ventures, L.P. shall immediately become the Stockholder Representative through no further action on the part of the Senior Preferred Stockholders. Notwithstanding the foregoing, the Stockholder Representative may resign at any time on notice to Buyer, and a replacement Stockholder Representative shall be filled elected by the holders a vote of a majority in interest of the Escrow Fundoutstanding shares of Senior Preferred Stock (as of immediately prior to the Effective Time), subject to the consent of Buyer, which consent shall not be unreasonably withheld; provided, further, that Neocarta Ventures, L.P. or any successor Stockholder Representative, as applicable, shall not resign until and unless a successor Stockholder Representative shall have been appointed subject to the consent of Buyer, which consent shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices Written notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying PartiesStockholders and Senior Preferred Stockholders. (b) The Stockholder Representative shall not be liable to the Senior Preferred Stockholders for any act done or omitted hereunder as Stockholder Representative. The Stockholders shall indemnify the Stockholder Representative while acting in good faith and in hold the exercise of reasonable judgment. Any 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 ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that extent such loss, liability or expense is not paid from the Stockholder Representative shall have the right to be reimbursed solely Escrow Fund. The Stockholder Representative may make claims for reimbursement from the Stockholder Representative Escrow Fund for any loss or liability paid by the Stockholder Representative Expenses. Following to any third-party or any third party expense in each such case arising out of or in connection with the termination acceptance of the Escrow Period and the resolution administration of all pending claims made by the Parent Indemnified Parties for Losses, the its duties hereunder (“Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying PartiesExpense Claims”). Except as otherwise provided in Section 8.1, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction of the Stockholder RepresentativeRepresentative with respect to an indemnification claim, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 8.1 hereofAgreement, shall constitute a decision of the Indemnifying Parties Senior Preferred Stockholders and shall be final, binding and conclusive upon the Indemnifying PartiesSenior Preferred Stockholders; and Parent Buyer and the Escrow Agent 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 PartiesStockholders including the Senior Preferred Stockholders. Parent Each of Buyer and the Escrow Agent 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 Stockholder RepresentativeRepresentative that is authorized pursuant this Section 7.5.

Stockholder Representative. (a) Each By virtue of the Indemnifying Parties adoption of this ----------- -------------- Agreement and the approval of the Merger by the Stockholders, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby appoint Xxxxx Xxxxx initially appoints, as of the date of this Agreement, Xxxxxxx X. Xxxxxxx (together with his permitted successors, the "Stockholder Representative"), as his, her or its true and lawful agent and attorney ----------- -------------- attorney-in-fact to enter into any agreement in fact as connection with the Stockholder Representative for transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on their behalf him under any such agreement, to give and receive notices on their behalf and communicationsto be his, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators her or its exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such claimsagreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Parent or the Surviving Corporation, may be entitled to indemnification and, by virtue of his approval of the Agreement, the Stockholder Representative agrees to act as, and to take all other actions that are either (i) necessary or appropriate in undertake the judgment of either of duties and responsibilities of, such agent and attorney-in-fact. Parentand the Surviving Corporation may rely on Xxxxxxx X. Xxxxxxx as being the Stockholder Representative for all purposes until Parent and the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior Surviving Corporation have received written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of Stockholders have appointed a two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be 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 Indemnifying Parties. (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. Any loss, liability or expense incurred without 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, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the substitute Stockholder Representative. For the purposes All actions, decisions and instructions of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any conclusive and binding upon all of the Stockholders and no Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price any cause of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of action against the Stockholder Representative as being the decisionfor any action taken, act, consent decision made or instruction of given by the Indemnifying Parties. Parent is hereby relieved from any liability to any person Stockholder Representative under this Agreement or the Escrow Agreement (or for any acts done by them in accordance with failure to take such decisionaction, act, consent make such decision or instruction of the Stockholder Representativegive such instruction).

Stockholder Representative. (a) Each of the Indemnifying Parties hereby appoint Xxxxx Xxxxx as its agent and attorney in fact Anthony Russo shall serve as the Stockholder Representative. The Xxxxxxolder Representative shall be constituted and appointed as agent for and on their behalf of the Corporation Stockholders to give and receive notices and communications, to authorize payment enter into any ancillary documents to give effect to the Parent from transactions described herein, to authorize delivery of the Available Escrow Fund Shares or other property in satisfaction of claims by ParentClaims, to object to such paymentsdeliveries, to make Claims on behalf of the Corporation Stockholders to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of either of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Indemnifying Parties 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 two thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow FundShares from time to time upon not less than 10 days' prior written notice to the Purchaser and the Escrow Agent, provided that any such replacement Stockholder Representative shall agree to be bound by the terms hereof and the terms of the Escrow Agreement. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any no compensation for its his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Indemnifying PartiesCorporation 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 judgmentjudgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Any The Corporation Stockholders 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 acceptance or administration of his duties hereunder. (c) To the extent that any of the Corporation Stockholders provide the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed with written directions with respect to the voting of the Escrow Fund agree that Shares beneficially owned by such Corporation Stockholders, the Stockholder Representative shall have the right to be reimbursed solely from instruct the Escrow Fund for the Stockholder Representative Expenses. Following the termination of Agent to vote the Escrow Period and Shares in accordance with such written directions. In the resolution absence of all pending claims made by the Parent Indemnified Parties for Lossessuch directions, the Stockholder Representative shall have no obligations with respect to the right voting of the Escrow Shares. The Stockholder Representative need not solicit the Corporation Stockholders for such directions, nor furnish proxy information or other documents provided to recover the Stockholder Representative Expenses from any remaining portion of or Escrow Agent by the Available Escrow Fund prior Purchaser, if any, to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the average closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow FundCorporation Stockholders. (c) 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 Section 8.1 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; 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. 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 Stockholder Representative.