Common use of Stockholders’ Agent Clause in Contracts

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior Effective upon the Closing, by virtue of the approval and adoption of this Agreement by the requisite vote of the Target stockholders, each Target stockholder shall be deemed to have agreed to appoint the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act Stockholders' Agent as a true and lawful attorney-in-fact and agent for and on behalf of the Company Stockholders with the exclusive authority Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery arising out of Escrow Sharesthis Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent to fulfill the interests and purposes of this Agreement and for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf former holders of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Target Capital Stock from time to time upon not less than by the delivery of Escrow Shares ten (10) days' prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget stockholders. (b) Each of the Target stockholders grants unto said Stockholders' Agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as fully to all intents and purposes as said Target stockholder might or could do in person, hereby ratifying and confirming all that the Stockholders' Agent may lawfully do or cause to be done by virtue hereof. EACH TARGET STOCKHOLDER ACKNOWLEDGES THAT IT IS HIS, HER OR ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY UNTO THE STOCKHOLDERS' AGENT AND THAT THIS DURABLE POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT INCAPACITY OF SUCH TARGET STOCKHOLDER EXCEPT AS PROVIDED UNDER DELAWARE LAW. Each of the Target stockholders further acknowledges and agrees that upon execution of a joinder to this Agreement, any delivery by the Stockholders' Agent of any waiver, amendment, agreement, opinion, release of claims, certificate, consent, notice, election or other documents executed by the Stockholders' Agent pursuant to this Section 10.1, such stockholder shall be bound by such documents as fully as if such stockholder had executed and delivered such documents (c) The Stockholders Stockholders' Agent shall not be liable to any Target stockholder for any act done or omitted hereunder as Stockholder' Agent while acting in his capacity as Stockholders good faith and in the exercise of reasonable judgment, even though such act or omission may constitute negligence on the part of such Stockholders' Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Target stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it the Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (cd) A decisionThe Stockholders' Agent may engage attorneys, actaccountants and other professionals and experts. The Stockholders' Agent may in good faith rely conclusively upon information, consent reports, statements, and opinions prepared or instruction presented by such professionals, and any action taken by the Stockholders' Agent based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. (e) The Stockholders' Agent shall be entitled to receive, from time to time, from Acquiror out of the Stockholders Segregated Account that amount of cash equal to the Stockholders' Agent's reasonable expenses in reimbursement for services rendered pursuant to this Section 10.1 and Section 11. In the event that there shall be insufficient funds in the Segregated Account to satisfy the Stockholders' Agent's reasonable expenses, the Stockholders' Agent shall constitute a decision of all be entitled to seek reimbursement from the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them Target shareholders in accordance with such decisiontheir indemnification obligations under this Section 10.1. After the date eighteen (18) months following date hereof and final resolution of any outstanding claims pursuant to Section 10, actin the event that, consent or instruction after the proper reimbursement of the Stockholders Stockholders' Agent's expenses, funds remain in the Segregated Account, such funds and account shall be used at Acquiror's discretion. (f) The Stockholders' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (g) Acquiror acknowledges that the Stockholders' Agent may have a conflict of interest with respect to his duties as Stockholders' Agent, and in such regard the Stockholders' Agent has informed Acquiror that he will act in the best interests of the Target stockholders.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Kirk X. Xxxxx xxxll be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Warranting Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties PURCHASER of the PURCHASER Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3PURCHASER, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesPURCHASER. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesWarranting Stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholder' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Warranting Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about TARGET and/or TARGET Business and the Escrow reasonable assistance of TARGET's and/or TARGET Business's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent about TARGET and Parent are hereby relieved from any liability TARGET Business to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to In the Closing Date event that the Company shall Merger is approved by the Target stockholders, effective upon such vote, and without further act of any Target stockholder, Petex Xxxxxxxx xxxll be appointed an as agent reasonably acceptable to Parent and attorney-in-fact (the “Stockholders Agent”"STOCKHOLDERS' AGENT") to act as agent for and on behalf of the Company Stockholders with the exclusive authority each stockholder of Target (except such stockholders, if any, as shall have perfected their dissenters' rights under Delaware Law), to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of shares of Acquiror Common Stock from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of Target from time to time upon not less than thirty (30) days prior written notice to Acquiror; provided, however, that notwithstanding the foregoing, Stockholders' Agent may not be removed unless holders of a two-thirds interest in the Stockholder Agent shall have no power or authority Escrow Fund agree to take any such removal and to the identity of the foregoing actions for or on behalf substituted stockholders' agent. Any vacancy in the position of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Stockholders' Agent may be paid or otherwise satisfied other than filled by approval of the delivery holders of a majority in interest of the Escrow Shares to the applicable Parent Indemnified PartiesFund. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall not receive no compensation for services renderedhis services. Notices Notice or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery stockholders of Escrow Shares to the applicable Parent Indemnified PartiesTarget. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.conclusive

Stockholders’ Agent. (a) At least 5 Business Days prior to The Stockholders shall be represented for certain purposes under this Agreement and the Closing Date other Operative Agreements by the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) . By executing this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact of such Person to act as agent for and on behalf of such Person as provided in this Agreement, including to take any action deemed by it necessary or appropriate to carry out the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises provisions of, and take legal actions to determine the rights of such Person under, this Agreement and comply the other Operative Agreements or in connection with orders of courts the transactions contemplated hereby and awards of arbitrators with respect to indemnification claims by thereby. The Stockholders Agent is so designated as the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, sole and to take all actions necessary or appropriate in the judgment exclusive agent of the Stockholders Agent for all purposes related to this Agreement and the accomplishment other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the foregoingother Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that notwithstanding the foregoingStockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agent. (b) From and after the date hereof, Mariner, the Stockholder Agent Company, MSSI and MHC Rehab shall be entitled to rely on the Stockholders Agent's authority as the agent of the Stockholders for all purposes contemplated by this Agreement and the other Operative Agreements and in connection with the transactions contemplated hereby and thereby, and shall have no power or authority liability for any such reliance. (c) By executing and delivering this Agreement, the Stockholders hereby ratifies and confirms, and hereby agrees to take ratify and confirm, any action taken by the Stockholders Agent in the exercise of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares power-of-attorney granted to the applicable Parent Indemnified Parties. No bond shall be required Stockholders Agent pursuant to this Section 4.5, which power-of-attorney, being coupled with an interest of the Stockholders Agent, Mariner, the Company, MSSI and MHC Rehab, is irrevocable and will survive the Stockholder Agent shall receive no compensation for services rendered. Notices death, incapacity or communications to or from the Stockholders Agent shall constitute notice to or from each incompetence of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany such Person who is a natural person. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to By approving this Agreement and the Closing Date Transactions or by executing and delivering a Letter of Transmittal, each Company Stockholder shall have irrevocably authorized and appointed the Company shall appointed an Stockholders’ Agent as such Person’s true and lawful agent reasonably acceptable to Parent and attorney-in-fact, with full power of substitution (the “Stockholders Agent”i) to act in such Person’s name, place and stead with respect to this Agreement, the Escrow Agreement and the other Transaction Documents, (ii) to take any and all actions and make any decisions required or permitted to be taken by Stockholders’ Agent pursuant to this Agreement, the Escrow Agreement or any other Transaction Document, (iii) to act on such Person’s behalf in any dispute, litigation or arbitration involving this Agreement, the Escrow Agreement or any other Transaction Document, and (iv) to do or refrain from doing all such further acts and things, and execute all such agreements, certificates, instruments or other documents, as agent the Stockholders’ Agent shall deem necessary or appropriate in connection with the Transactions, including the power: (i) to give and receive notices and communications; (ii) authorize delivery to Buyer of cash from the Purchase Price Adjustment Escrow Fund in satisfaction of any amounts owed to Buyer pursuant to Section 2.16(d)(i); (iii) to execute and deliver all ancillary agreements, certificates, instruments and other documents, and to make representations and warranties therein, that the Stockholders’ Agent deems necessary or appropriate in connection with the consummation of the Transactions; (iv) to do or refrain from doing any further act or deed that the Stockholders’ Agent deems necessary or appropriate in the sole discretion of the Stockholders’ Agent relating to the subject matter of this Agreement; (v) to negotiate and compromise claims and disputes arising under, or relating to, this Agreement, the other Transaction Documents and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith or therewith (including, for clarity, any claim or dispute relating to indemnification obligations), and to sign any releases or other documents in respect of any such claim or dispute; (vi) to exercise or refrain from exercising any remedy available to the Company Stockholders under this Agreement, the other Transaction Documents and the other agreements, instruments and documents executed in connection herewith or therewith; (vii) to retain such counsel, accountants and other professional advisors as the Stockholders’ Agent deems necessary to assist it in its performance of its duties hereunder and to pay all fees and expenses of such counsel and advisors; and (viii) to exercise all rights and remedies granted to the Stockholders’ Agent in this Agreement. (b) The appointment of the Stockholders’ Agent shall be deemed coupled with an interest and is hereby irrevocable, and Buyer may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Agent on behalf of the Company Stockholders with in all matters referred to herein. The Stockholders’ Agent shall act for the exclusive authority to give and receive notices and communications pursuant to Company Stockholders on all of the terms of matters set forth in this ARTICLE 9 solely with respect to indemnification claims by Agreement in the Parent Indemnified Parties manner the Stockholders’ Agent reasonably believes to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each best interest of the Company Stockholders solely and consistent with respect their obligations under this Agreement, and shall not waive, amend or otherwise modify this Agreement, waive any condition contained herein, enter into or execute any agreement, certificate, instrument or other document, or do or refrain from doing any other act or deed, that has the effect of adversely and disproportionately impacting any Company Stockholder relative to indemnification claims the other Company Stockholders, in a manner that is inconsistent with the relative rights of such disproportionately impacted Company Stockholder, as the case may be, under this Agreement, without the prior written consent of such Company Stockholder, as applicable. The Stockholders’ Agent shall not be responsible to the Company Stockholders for any loss or damages they may suffer by reason of the performance by the Parent Indemnified Parties to be satisfied solely Stockholders’ Agent of the duties of the Stockholders’ Agent under this Agreement, other than loss or damage arising from a willful and knowing violation of the Law or this Agreement by the delivery Stockholders’ Agent. All actions, decisions and instructions of Escrow Shares the Stockholders’ Agent taken, made or given pursuant to the applicable Parent Indemnified Partiesauthority granted to the Stockholders’ Agent pursuant to this Section 9.17 shall be conclusive and binding upon each Company Stockholder, and no Company Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. (bc) The provisions of this Section 9.17 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Company Stockholders to the Stockholders’ Agent, and shall be binding upon the executors, heirs, legal representatives, successors and assigns of each such Company Stockholder. (d) The Stockholders’ Agent shall not be liable to the Company Stockholders for actions taken pursuant to this Agreement, the Escrow Agreement or any act done or omitted hereunder in his capacity as Stockholders Agentother Transaction Document, except to the extent it has acted with such actions shall have been determined by a final and non-appealable determination of a court of competent jurisdiction to have constituted gross negligence or willful misconductinvolved Fraud, and intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel counsel, accountants and other professionals and experts retained by Stockholders’ Agent shall be conclusive evidence that he did not act with gross negligence or willful misconduct. of good faith). (e) The other Company Stockholders Agent Losses shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent satisfied solely from the Stockholders’ Agent Expense Fund. As soon as practicable after the date on which the final obligation of Stockholders’ Agent under this Agreement, the Escrow Shares (if any) that otherwise would be distributed Agreement and the other Transaction Documents have been discharged or such other date as Stockholders’ Agent deems appropriate, the Escrow Agent shall pay any amounts remaining in the Stockholders’ Agent Expense Fund to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to in accordance with their respective Pro Rata Shares. (c) A decisionPortion, act, consent or instruction of as set forth in the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and Escrow Agreement. If the Escrow Agent and Parent may rely upon is unable to pay any decision, act, consent or instruction portion of such remaining amounts to the applicable Company Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with reason for a period of six (6) months after such decisiondate, actsuch amounts shall be returned to Buyer, consent or instruction upon demand, and any such Company Stockholder who has not received its applicable portion of the Stockholders Agentsuch remaining amounts shall thereafter look only to Buyer for payment thereof.

Stockholders’ Agent. (ai) At least 5 Business Days prior to The Liquidating Trust shall be constituted and appointed as the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent Stockholders’ Agent for and on behalf of the Company Target Stockholders with to execute and deliver the exclusive authority Share Escrow Agreement and for all other purposes thereunder, to give and receive notices and communications pursuant communications, to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the authorize delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to all of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares Target Stockholders and to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget Stockholders. (bii) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Target Stockholders shall severally and not jointly indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company The Stockholders’ Agent shall be constituted and is hereby appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent and attorney-in-fact for and on behalf of the Company Stockholders with Indemnifying Parties and shall have full power and authority to perform all responsibilities of the exclusive authority Stockholders’ Agent set forth in this Agreement, including without limitation, to represent the Indemnifying Parties, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery the Escrow Agent to the Parent Indemnified Parties release any portion of the Escrow Shares Fund to Acquiror in satisfaction of indemnification claims under this Agreement by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveriesreleases, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by such claims, to act on the Parent Indemnified Parties that will Indemnifying Parties’ behalf with respect to the matters set forth herein, in accordance with the terms and provisions set forth herein, including giving and receiving all notices and communications to be given or may be paid or otherwise satisfied solely by received with respect to the delivery of Escrow Shares, matters set forth in Section 6.14 and Section 9 and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the interpretation of this Agreement and accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any vote of the foregoing actions for or on behalf Indemnifying Parties representing a majority in interest of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Funds from time to time upon not less than by the delivery of Escrow Shares ten (10) days’ prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by Stockholders. The Stockholders’ Agent may not resign unless the Parent Indemnified Parties to be satisfied solely by the delivery Stockholders’ Agent gives Acquiror twenty (20) days’ prior written notice of Escrow Shares to the applicable Parent Indemnified Partiessuch resignation. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Indemnifying Parties shall severally and not jointly indemnify the Stockholders Agent indemnify, defend and hold it the Stockholders’ Agent harmless against any loss, liability damages, claims penalties, fines, forfeitures, actions, fees, costs and expenses (collectively, “Agent Losses”) arising out of Stockholders’ Agent’s execution and performance of this Agreement, the Escrow Agreement, the and each other agreement ancillary hereto, in each case as such Agent Loss is suffered or expense incurred; provided that such Agent Losses were incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs . The Indemnifying Parties acknowledge and expenses and legal fees and other legal costs reasonably incurred by agree that the Stockholders foregoing indemnities will survive the resignation or removal of the Stockholders’ Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to or the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) termination of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharesthis Agreement. (c) A decisionThe Stockholders’ Agent shall have reasonable access to information about Target and the Target Subsidiaries and the reasonable assistance of Target’s and the Target’s Subsidiaries’ officers and employees for purposes of performing its duties and exercising its rights hereunder, actprovided that the Stockholders’ Agent shall treat confidentially and not disclose any nonpublic information from or about Target or any Target Subsidiary to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) If the Stockholders’ Agent shall resign, become incapacitated, disband, die, be liquidated, resign or otherwise be unable to fulfill his or its responsibilities hereunder, the Stockholders shall, by written consent or instruction of the Stockholders Agent shall constitute that held a decision of all the Company Stockholders and shall be final, binding and conclusive upon each majority in interest of the Company Indemnity Escrow Fund, within 10 calendar days after such death or disability, appoint a successor to the Stockholders’ Agent and immediately thereafter notify Acquiror and, and if applicable, the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders identity of such successor. If for any reason there is no Stockholders’ Agent at any time, all references herein to the Stockholders’ Agent shall be deemed to refer to the Stockholders. (e) The Expense Fund Amount will be held by the Stockholders’ Agent and will be used for the purposes of paying directly, or reimbursing the Stockholders’ Agent for, any third party expenses pursuant to this Agreement, the Escrow Agreement, and any other agreements ancillary hereto (such amounts as being may at any time not yet have been paid or reimbursed to the decisionStockholders’ Agent or released to the Series D Holders and the Target Retention Bonus Plan Participants, act, consent the “Stockholders’ Agent’s Expense Fund”). The Series D Holders and the Target Retention Bonus Plan Participants will not receive any interest or instruction earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Agent will not be liable for any loss of each principal of the Company Stockholders’ Agent’s Expense Fund other than as a result of its gross negligence or willful misconduct. The Escrow Stockholders’ Agent will hold these funds separate from his or its personal or corporate funds, will not use these funds for his or its personal or operating expenses or any other personal or corporate purposes and Parent are hereby relieved from any liability will not voluntarily make these funds available to any person for any acts done by them his or its creditors in accordance the event of bankruptcy. Contemporaneous with such decision, act, consent or instruction as soon as practicable following the completion of the Stockholders Stockholders’ Agent’s responsibilities, the Stockholders’ Agent will deliver the balance of the Stockholders’ Agent’s Expense Fund to the Payment Agent for further distribution to the Series D Holders and the Target Retention Bonus Plan Participants. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Series D Holders and the Target Retention Bonus Plan Participants at the time of Closing.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of the Closing Date approval of this Agreement and the Merger by the requisite vote of the Company Stockholders, each Company Stockholder (other than such Company Stockholder, if any, holding Dissenting Shares) shall appointed an be deemed to have agreed to appoint Xxx Xxxxxxxxxx as the agent reasonably acceptable to Parent of the Company Stockholders (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive Stockholders, and such Stockholders’ Agent shall have such authority as granted herein, be constituted and appointed as such to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to any party of funds from the Parent Indemnified Parties of Escrowed Cash and/or shares from the Escrow Escrowed Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3such party, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or . Such agency may be paid or otherwise satisfied other than by the delivery of Escrow Shares changed from time to the applicable Parent Indemnified Partiestime upon prior written notice to Purchaser. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStockholders. (b) The Stockholders Stockholders’ Agent shall not be liable to any Company Stockholder for any act done or omitted hereunder as the Stockholders’ Agent while acting in his capacity as Stockholders good faith and in the exercise of reasonable judgment, even though such act or omission constitutes negligence on the part of the Stockholders’ Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Stockholders’ Agent shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of only have the duties hereunderexpressly stated in this Agreement and shall have no other duty, including any out-of-pocket costs and expenses and legal fees express or implied. The Stockholders’ Agent may engage attorneys, accountants and other legal costs reasonably incurred professionals and experts as it determines necessary. The Stockholders’ Agent may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Stockholders Stockholders’ Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, based on such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and reliance shall be final, binding deemed conclusively to have been taken in good faith and conclusive upon each in the exercise of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholdersreasonable judgment. The Escrow Stockholders’ Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agentwill serve without compensation.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedservices. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) Stockholders. The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder under this Escrow Agreement or the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”)Merger Agreement. If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Stockholders' Agent shall constitute a decision of all of the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholderssuch Stockholder, and the Escrow Agent and Parent BSQUARE may rely upon any decision, act, consent or instruction of the Stockholders Stockholders' Agent as being the decision, act, consent or instruction of each of the Company Stockholdersand every such Stockholder. The Escrow Agent and Parent BSQUARE are hereby relieved from any liability to any person or entity for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Stockholders' Agent. The Stockholders' Agent may be replaced by (i) the holders of a majority in interest of the Escrow Shares or (ii) the holders of a majority in interest of the Escrow Shares deposited on behalf of the holders of InfoGation Series C Preferred Stock immediately prior to the Effective Time, in each case upon not less than 10 days' prior written notice to BSQUARE. Upon any replacement of the Stockholders' Agent, BSQUARE will promptly deliver to the Escrow Agent notice of such replacement, as well as a specimen signature of such new Stockholders' Agent. Before receiving such notice and specimen signature, the Escrow Agent shall not be required to recognize any change in the Stockholders' Agent. The Stockholders' Agent shall have reasonable access to information about the Company and BSQUARE and the reasonable assistance of the Company's and BSQUARE's officers and employees for purposes of performing their duties and exercising their rights under this Escrow Agreement, provided that the Stockholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Company or BSQUARE to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Xxxxx Xxxxxxxxxxx shall be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Stockholders with the exclusive authority Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Fund from time to time upon not less than 10 days' prior written notice to Acquiror. The Stockholders's Agent may be paid or otherwise satisfied other than by the delivery of Escrow Shares resign upon thirty (30) days notice to the applicable Parent Indemnified Partiesparties to this Agreement and the Former Target Stockholders. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Target stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about Target and the Escrow reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability about Target to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days Xxxxxx Xxxxx hereby is appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Stockholders (with full power of substitution in the premises) in connection with the indemnity provisions of Article 8 as they relate to the Stockholders generally, the Escrow Agreement, the notice provisions of this Agreement and such other matters as are reasonable necessary for the consummation of the transactions contemplated hereby and thereby including to receive all Stockholder Payments on behalf of the Stockholders, to act as the representative of the Stockholders to review and authorize all set-offs, claims and other payments authorized or directed by this Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto, and to take such further actions as are authorized in this Agreement (the above named representative, as well as any subsequent representative of the Stockholders appointed by him or after his death or incapacity elected by the vote of holders of a majority of the shares of Common Stock issued and outstanding immediately prior to the Closing Date the Company shall appointed an agent reasonably acceptable Closing, being referred to Parent (herein as the “Stockholders Agent”). (b) By his execution hereof, Xxxxxx Xxxxx hereby accepts such appointment and agrees to act as agent for the Stockholders Agent hereunder until such time as a subsequent Stockholders Agent shall be appointed by the Stockholders. (c) The Stockholders agree that the Stockholders Agent is specifically empowered to disburse funds from the Stockholder Payments to fulfill the obligations to Avendus Advisors Pvt Ltd under the Avendus Letter. (d) In discharging his duties hereunder, the Stockholders Agent may hire professionals (including without limitation, attorneys, accountants, financial advisors and investigators), and incur such other fees and expenses on behalf of the Company Stockholders with as the exclusive authority to give Stockholders Agent determines in his sole and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties absolute discretion to be satisfied solely by the delivery of Escrow Shares reasonably necessary to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharescarry out his duties hereunder, and to take all actions necessary disburse funds from the Stockholder Payments or appropriate in the judgment of any other amounts paid to the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required benefit of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesdischarge any such expenses. (be) The Stockholders Agent shall not be liable for to any act done Stockholder with respect to any action taken or omitted hereunder to be taken by the Stockholders Agent under or in his capacity as Stockholders Agent, except connection with the payment to the extent it has acted with Stockholders of the Stockholder Payments, this Agreement or the Escrow Agreement unless such action or omission results from or arises out of fraud, gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith misconduct on the part of the Stockholders Agent Agent. Buyer and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs its Affiliates shall be entitled to rely on such appointment and expenses and legal fees and other legal costs reasonably incurred by the treat such Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to as the Stockholders Agent by the Company Stockholders, duly appointed attorney-in-fact of each Stockholder until such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the time as a subsequent Stockholders Agent shall constitute be appointed by the holders of a decision of all the Company Stockholders and shall be final, binding and conclusive upon each majority of the Company Stockholders, shares of Common Stock issued and outstanding immediately prior to the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentClosing.

Stockholders’ Agent. (a) At least 5 Business Days prior The Stockholders hereby designate Harrx Xxxxxxxx xx Ephrxxx Xxxxxxxx & Xo. as their agent and representative (the "STOCKHOLDERS' AGENT"). Upon the execution hereof, each of the Stockholders has delivered to the Stockholders' Agent all Company Shares in which such Stockholder owns any record or beneficial interest and will promptly deliver to the Stockholders' Agent all Company Shares which are issued to such Stockholder upon exercise of Company Options between the date of this Agreement and the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of Buyer at the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesClosing. (b) The Stockholders hereby authorize the Stockholders' Agent (i) to take all action necessary in the Stockholders' Agent's discretion in connection with the defense and/or settlement of any Claims for which the Stockholders may be required to indemnify the Buyer pursuant to Article VIII hereof, (ii) to give and receive all notices required to be given and take all action required or permitted to be taken under this Agreement and the Related Agreements, including, without limitation, under the Escrow Agreement, (iii) to enter into amendments to this Agreement and the Escrow Agreement which do not adversely affect the rights or increase the obligations of the Stockholders and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement and the Related Agreements (including, without limitation, the execution of the Escrow Agreement and all investment directions under the Escrow Agreement with respect to the Escrow Amount). (c) Upon receiving notice of the death or incapacity or resignation of the Stockholders' Agent, the Stockholders agree to appoint such person that the majority of Stockholders approve (based on their pro rata interests in the Escrow Amount) to fill the vacancy. In addition, at the Closing, the Stockholders agree that a successor Stockholders' Agent reasonably acceptable to the Buyer shall not be liable appointed by the Company, to act on behalf of the Stockholders as provided in this Section 5.8 following the Closing. (d) By their execution and delivery of this Agreement, the Stockholders agree that: (i) notwithstanding any other provision herein to the contrary, the Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Agent as to the settlement of any Claims for indemnification by the Buyer, the Company or the Stockholders pursuant to Article VIII hereof or any other actions required to be taken by the Stockholders' Agent hereunder, and no Party hereunder shall have any Claim against the Buyer or the Company for any act done action taken by the Buyer or omitted hereunder the Company in his capacity as Stockholders good faith reliance upon the instructions or decisions of the Stockholders' Agent; and (ii) all actions, decisions and instructions of the Stockholders' Agent, except including, without limitation, any action taken in relation to the extent it has acted with gross negligence Closing or willful misconduct, and the defense or settlement of any act done Claims for which the Stockholders may be required to indemnify the Buyer or omitted the Company pursuant to the advice of counsel Article VIII hereof, shall be conclusive evidence that and binding upon all of the Stockholders and no Stockholder shall have any right to object, dissent, protest or otherwise contest the same or have any Claim against the Stockholders' Agent for any action taken, decision made or instruction given by the Stockholders' Agent under this Agreement, acting in good faith in what he did not act with gross negligence or willful misconductshe reasonably believes to be necessary or beneficial for the carrying out of the Stockholders' Agent's obligations. The other Company Stockholders Stockholders' Agent shall be indemnified and held harmless jointly and severally and not jointly indemnify by the Stockholders against any claim made against the Stockholders' Agent by reason of an act or omission in connection with any of the transactions contemplated hereby and hold it harmless against any loss, liability or expense he or she may sustain in carrying out its functions hereunder, except for acts in bad faith. The Stockholders shall pay the Stockholders' Agent's fees as agreed upon between the Company and the Stockholders' Agent prior to the Closing. The Stockholders shall reimburse the Stockholders' Agent for any expenses and costs incurred without gross negligence or bad faith on by the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance carrying out of his or administration of the duties her functions hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Xxxx-Xxxxxx Xx is constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority Securityholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of the portion of the Escrow Shares Amount from the Escrow Fund in satisfaction of indemnification claims by the Parent any Indemnified Parties as contemplated by Section 9.3Party, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Stock from time to time upon not less than by the delivery of Escrow Shares ten (10) days’ prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation reasonable reimbursement for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder fees and expenses incurred in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad good faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement or the duties hereunderEscrow Agreement, including any out-of-pocket costs such fees and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may shall be recovered by the Stockholders Agent deducted from the Escrow Shares (if any) that otherwise would be distributed Fund. Notices or communications to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made or from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Stockholders’ Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon notice to or from each of the Company Securityholders. If the Stockholders’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Company Securityholders, then Company Securityholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Acquiror of the identity of such successor. Any such successor shall become the “Stockholders’ Agent” for purposes of this Agreement and the Escrow Agreement. If for any reason there is no Stockholders’ Agent and Parent may rely upon at any decisiontime, act, consent or instruction of all references herein to the Stockholders’ Agent shall be deemed to refer to the Principal Stockholders Agent as being the decision, act, consent or instruction of each holding a majority in interest of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done Stock held by them in accordance with such decision, act, consent or instruction all of the Stockholders AgentPrincipal Stockholders.

Stockholders’ Agent. (a) At least 5 Business Days prior to The Stockholders hereby irrevocably nominate, constitute and appoint Xxxx Xxxxxx as the Closing Date agent and true and lawful attorney-in-fact of the Company shall appointed an agent reasonably acceptable to Parent Stockholders (the “Stockholders "Agent”) "), with full power of substitution, to act as agent in the name, place and stead of the Stockholders for purposes of executing any documents and taking any actions that the Agent may, in his/her sole discretion, determine to be necessary, desirable or appropriate in connection with any of the Transactional Agreements or any of the Transactions on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties Stockholders. Xxxx Xxxxxx hereby accepts his appointment as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except hereby grant to the extent it has acted with gross negligence or willful misconductAgent full authority to execute, deliver, acknowledge, certify and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith file on the part behalf of the Stockholders (in the name of any or all of the Stockholders or otherwise) any and all documents that the Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and arising out containing such provisions as the Agent may, in his sole discretion, determine to be appropriate (including the Stockholders' Closing Certificate and any amendment to or waiver of or rights under any of the Transactional Agreements). Notwithstanding anything to the contrary contained in connection the Transactional Agreements: (i) Netivation shall be entitled to deal exclusively with the acceptance or administration Agent, acting on behalf of the duties hereunderStockholders, on all matters relating to the Transactional Agreements and the respective Transactions (including all matters relating to any notice to, or any consent to be given or action to be taken by, any Stockholder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred matters set forth in Section 9); and (ii) each Netivation Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly Agent, and on any other action taken or purported to the Stockholders Agent be taken on behalf of any Stockholder by the Company StockholdersAgent, as fully binding upon such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesStockholder. (c) A decisionThe Stockholders recognize and intend that the power of attorney granted herein (i) is coupled with an interest and is irrevocable, act, consent or instruction of (ii) may be delegated by the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent (iii) shall survive the death or instruction of the Stockholders Agent as being the decision, act, consent or instruction incapacity of each of the Company Stockholders. (d) The Agent shall be entitled to treat as genuine, and as the document it purports to be, any letter, facsimile, telex or other document that is believed by him to be genuine and to have been telexed, telegraphed, faxed or cabled by any Stockholder or to have been signed and presented by a Stockholder. (e) If the Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, then the Stockholders shall, within ten (10) days after such death or disability, appoint a successor agent and, immediately thereafter, shall notify Netivation of the identity of such successor. The Escrow Any such successor shall succeed the Agent and Parent are hereby relieved from any liability to any person as Agent hereunder. If for any acts done reason there is no Agent at any time, all references herein to the Agent shall be deemed to refer to the Stockholders. (f) All expenses incurred by them the Agent in accordance connection with such decision, act, consent or instruction the performance of his duties as Agent shall be borne and paid by the Stockholders AgentStockholders.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Jxxxxxxx Xxxx shall be constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority former Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Escrow Shares or other property from the Escrow Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares from time to the applicable Parent Indemnified Partiestime upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedservices; provided that the Stockholders’ Agent shall be entitled to reimbursement of all expenses incurred in the satisfaction of its duties hereunder and shall be reimbursed out of the Escrow Fund. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesformer Target stockholders. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders former Target stockholders shall severally and not jointly pro rata, in accordance with their Pro Rata Portion, indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities under this Agreement or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesAgreement. (c) A decision, act, consent or instruction of the Stockholders The Stockholders’ Agent shall constitute a decision of all the Company Stockholders have reasonable access to information about Target and shall be final, binding and conclusive upon each of the Company Stockholders, Acquiror and the Escrow reasonable assistance of Target’s and Acquiror’s officers and employees for purposes of performing his duties and exercising the rights under this Article X, provided that the Stockholders’ Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Target or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Acquiror to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to Dr. Xxxxxxxxx Xxxxxx, or her designee, shall be, and through the Closing Date the Required Company shall Stockholder Vote is, constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("STOCKHOLDERS' AGENT") for and on behalf of the Company Stockholders with the exclusive authority Equityholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to Parent of the Parent Indemnified Parties Series G Stock or other property from the Indemnity Portion of the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Persons, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf Indemnity Portion of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesParent. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedher services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesEquityholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholder's Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it her harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the her duties hereunder, including any out-of-pocket costs . The Stockholders' Agent shall be able to resign upon (i) designation of a substitute Stockholders' Agent; and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly ii) upon giving a ten days prior written notice to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesParent. (c) A decision, act, consent or instruction The Stockholders' Agent shall have reasonable access to information about the Company and the reasonable assistance of the Stockholders Company's officers and employees for purposes of performing her duties and exercising her rights hereunder, provided that the Stockholders' Agent shall constitute a decision of all treat confidentially and not disclose any nonpublic information from or about the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Xxxxxx Xxxxxx is hereby appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent and attorney-in- fact for each Stockholder, for and on behalf of each of them, to act as the Company Stockholders' Agent for the Stockholders with the exclusive authority as provided for in this Agreement, to give and receive notices notices, instructions and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as Agreement or such other agreement(s) contemplated by Section 9.3, to object to such deliverieshereby, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding foregoing in accordance with the foregoing, terms and provisions of this Agreement or such other agreement(s) contemplated hereby. Any vacancy in the Stockholder Agent shall have no power or authority to take any position of the foregoing actions for Stockholders' Agent due to death, disability or on behalf incapacity shall be promptly filled by Stockholders who owned a majority of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares prior to the applicable Parent Indemnified PartiesClosing. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall not receive no compensation for services renderedhis services. Notices Notices, communications or communications instructions to or from the Stockholders Stockholders' Agent hereunder or under such other agreement(s) contemplated hereby shall constitute notice to or from each of the Company Stockholders. The Stockholders solely with respect hereby agree that the appointment of the Stockholders' Agent pursuant to indemnification claims this Section 9.11 shall be irrevocable except as otherwise provided herein or by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieslaw. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it the Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Stockholders' Agent relating to this Agreement or such other agreement(s) contemplated hereby shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholdersthem, and the Escrow Agent and Parent may rely upon any such written decision, act, consent or instruction of the Stockholders Stockholders' Agent as being the decision, act, consent or instruction of each of the Company Stockholdersevery Stockholder. The Escrow Agent Parent, Merger Sub and Parent Surviving Entity are 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 Stockholders Stockholders' Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior By voting to approve the Closing Date Merger or accepting any Merger Consideration, the holders of Company Stock appoint the Stockholders’ Agent who shall appointed initially be Arch Venture Corporation as an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority such Stockholder to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveriescommunications, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesto, such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power foregoing or authority to take any otherwise in connection with this Agreement. The identity of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims agent may be changed by the holders of a majority in interest of the Company Stock as of the Closing Date upon not less than ten (10) days’ prior written notice to Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by and the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStockholders’ Agent. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the holders of Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStock. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other stockholders of Company Stockholders entitled to receive Merger Consideration pursuant to Section 2.1 shall jointly and severally and not jointly indemnify the Stockholders Stockholders’ Agent and hold it the Stockholders’ Agent harmless against from any loss, liability Liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) The Stockholders’ Agent shall have reasonable access to information about Company, and the Surviving Corporation and Parent and the reasonable assistance of Company’s, the Surviving Corporation’s and Parent’s respective officers for purposes of performing his duties and exercising his rights hereunder. The Stockholders’ Agent shall treat confidentially and not disclose any nonpublic information from or about Company, the Surviving Corporation or Parent. (d) A decision, act, consent consent, waiver or instruction of the Stockholders Stockholders’ Agent shall constitute a decision of all Company stockholders, including the Company Stockholders and Indemnifying Parties shall be final, binding and conclusive upon each of Company stockholder, including the Company Stockholders, and the Escrow Agent Indemnifying Party and Parent may rely upon any decision, act, consent or instruction of the Stockholders Stockholders’ Agent as being the decision, act, consent or instruction of each of and every such Company Indemnifying Party. Parent, Company and the Company Stockholders. The Escrow Agent and Parent Surviving Corporation are hereby relieved from of any liability Liability to any person for any acts done by them in accordance with such decision, act, consent consent, waiver or instruction of the Stockholders Stockholders’ Agent. (e) Arch Venture Corporation hereby agrees to act as Stockholders’ Agent pursuant to the terms hereof.

Stockholders’ Agent. (a) At least 5 Business Days prior By virtue of the approval of this Agreement by the Company’s stockholders, and without further action of any Company Holder, each Company Holder shall be deemed to have irrevocably constituted and appointed the Closing Date the Company shall appointed an agent reasonably acceptable to Parent Stockholders’ Agent (the “Stockholders Agent”and by execution of this Agreement he hereby accepts such appointment) to act as agent and attorney-in-fact for and on behalf of the Company Stockholders Holders, with full power of substitution, to act in the exclusive authority name, place and stead of each Company Holder with respect to this Section 9 and the Escrow Agreement and the taking by the Stockholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Agent under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications pursuant to under this Section 9 or the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to Agreement; (ii) authorize delivery to the Parent Indemnified Parties of cash from the Escrow Shares Fund in satisfaction of claims for indemnification claims made by the Parent Indemnified Parties as contemplated by under this Section 9.3, to 9; (iii) object to such deliveries, to claims for indemnification made by Parent under this Section 9; (iv) agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to claims for indemnification claims made by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, under this Section 9; and to (v) take all actions necessary or appropriate in the good faith judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided. The power of attorney granted in this Section 9.3 is coupled with an interest and is irrevocable, however, that notwithstanding may be delegated by the foregoing, Stockholders’ Agent and shall survive the Stockholder Agent shall have no power death or authority to take any of the foregoing actions for or on behalf incapacity of any Company Stockholder Holder. The identity of the Stockholders’ Agent and the terms of the agency may be changed, and a successor Stockholders’ Agent may be appointed, from time to time (including in respect the event of any indemnification claims the death, disability or other incapacity of the Stockholders’ Agent) by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares Company Holders whose aggregate entitlements to the applicable Parent Indemnified PartiesPer Share Merger Consideration exceeds 50% of the aggregate Per Share Merger Consideration, and any such successor shall succeed the Stockholders’ Agent as Stockholders’ Agent hereunder. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieshis services. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done liability, loss, damage, penalty, fine, cost or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with expense incurred without gross negligence by the Stockholders’ Agent while acting in good faith and in the exercise of his reasonable judgment and arising out of or willful misconduct, and in connection with the acceptance or administration of his duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). (c) From and after the Effective Time, Parent shall cause the Surviving Corporation to provide the Stockholders’ Agent with reasonable access to information about the Surviving Corporation and the reasonable assistance of the officers and employees of Parent and the Surviving Corporation for purposes of performing his duties and exercising his rights under this Agreement, provided that the Stockholders’ Agent shall treat confidentially any nonpublic information he did not act with gross negligence or willful misconduct. The other receives from Parent regarding the Surviving Corporation. (d) Each Company Stockholders shall severally Holder shall, only to the extent of and not jointly in proportion to the aggregate amount of the Per Share Merger Consideration received by such Company Holder, indemnify and defend the Stockholders Stockholders’ Agent and hold it the Stockholders’ Agent harmless against any loss, damage, cost, liability or expense incurred without fraud, gross negligence or bad faith on willful misconduct by the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance acceptance, performance or administration of the Stockholders’ Agent’s duties hereunderunder this Agreement. Any liabilities, including any losses, penalties, fines, claims, damages, out-of-pocket costs and or expenses and legal fees and other legal costs incurred by or reasonably expected to be incurred by the Stockholders Stockholders’ Agent in connection with the acceptance, performance and administration of his or her duties as the Stockholders’ Agent pursuant to this Agreement (“Outstanding Stockholders Agent Expenses”). If including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement but excluding any of the foregoing arising out of the Stockholders’ Agent’s fraud, gross negligence or willful misconduct) shall be paid as follows: (i) first, by recourse to amounts in the Escrow Fund up to an aggregate of $200,000, (ii) following the Representation Termination Date, by recourse to amounts remaining in the Escrow Fund that are not required to be paid to Parent hereunder and under the Escrow Agreement and (iii) at any time, if the amounts described in the preceding clauses (i) and (ii) are insufficient to pay such Stockholders’ Agent’s costs and expenses, then by recourse directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares Holders (if any) that otherwise would be distributed in proportion to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction pro rata portion of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each aggregate amount of the Per Share Merger Consideration otherwise to be received by such Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentHolders).

Stockholders’ Agent. (a) At least 5 Business Days prior Stockholders hereby irrevocably appoint David Becker as his, her ox xxx xxxxx and as the agent for purposes of all matters relating to this Agreement, the Closing Date Merger Agreement and the Company shall appointed an agent reasonably acceptable to Parent Escrow Agreement (the “Stockholders "Stockholders' Agent”"), and David Becker hereby acceptx xxx xxxxxxtment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to act as agent for and be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then the former stockholders of Company Stockholders with holding a majority of the exclusive authority to give and receive notices and communications shares of Parent Common Stock issued pursuant to the terms Merger and the Stock Purchase shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" in accordance with this ARTICLE 9 solely with respect to indemnification claims Section 11. The Stockholders' Agent shall be reimbursed by the Parent Indemnified Parties to be satisfied solely by Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of Stockholders' Agent under this Agreement and the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the duties hereunderEscrow Agreement, including any out-of-pocket costs the reasonable fees and expenses and of any legal fees and other legal costs reasonably incurred counsel retained by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ' Agent.

Stockholders’ Agent. Xxxxxxxxxxxxx shall be constituted and appointed as agent ("Stockholders Agent") for the Principals and the Stockholders in accordance with the following: (a) At least 5 Business Days prior to The Stockholders Agent shall have the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent full power and authority, for and on behalf of each and all of the Company Stockholders with Principals and each and all of the exclusive authority Stockholders, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery and object to the Parent Indemnified Parties deliveries to SunGard of Escrowed Stock (as defined in the Escrow Shares Agreement) in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Indemnification Matters, to object to such deliveriesselect counsel for and administer the Defense of Indemnification Matters, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with court orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesto, such matters, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. . (b) Notices or communications to or from the Stockholders Agent shall constitute notice notices to or from each of the Company Principals or each of the Stockholders, as applicable, and no separate or individual notices to each of the Principals or each of the Stockholders solely shall be required for any purposes with respect to indemnification claims this Agreement unless required by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieslaw. (bc) The Stockholders Agent Agent, in his capacity as agent on behalf of the Principals and Stockholders, shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductAgent while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Principals or Stockholders, as appropriate, shall severally and not jointly indemnify the Stockholders Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration performance of the his duties and exercise of his rights as agent hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (cd) A decision, act, consent or instruction of the Stockholders Agent Agent, taken in the manner set forth herein or in the Escrow Agreement, shall constitute a decision decision, act, consent or instruction of all the Company Stockholders Principals or Stockholders, as applicable, and shall be final, binding and conclusive upon each of the Company Principals or each of the Stockholders, as applicable, and SunGard and the Escrow Agent and Parent each may rely upon any decision, act, consent or instruction of the Stockholders Agent taken in such manner as being the decision, act, consent or instruction of each and every of the Company Principals or Stockholders, as applicable. The Escrow Agent and Parent SunGard each are hereby relieved from any liability to any person for any acts done by them in accordance with such decisiondecisions, actacts, consent or instruction consents and instructions of the Stockholders Agent taken in such manner. (e) If Xxxxxxxxxxxxx is unable to act as Stockholders Agent, then his designee from among the Principals shall serve as Stockholders Agent (or if he is unable to appoint such designee, Xxxxxxx shall serve as Stockholder Agent), upon not less than ten (10) days' prior written notice to SunGard and the Escrow Agent.

Stockholders’ Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders shall have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and shall irrevocably appoint a committee consisting of a designee of VantagePoint Venture Partners (a) At least 5 Business Days prior initially to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent be Xxxxxxx Xxxxx), Xxxxxx Xxxxxxxx and Xxxx Xxx (the “Stockholders Agent”"Stockholders' Agent Subcommittee") to act as their agent for purposes of Section 9 and on behalf of Section 10.3 (the Company Stockholders with the exclusive authority "Stockholders' Agent") to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Common Stock, cash or other property from the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, howeverincluding, that notwithstanding without limitation, entering into the foregoing, the Stockholder Agent shall have no power or authority to take any Escrow Agreement and carrying out all such actions set forth thereunder. Each of the foregoing actions members of the Stockholders' Agent Subcommittee accept their appointment to the Stockholders' Agent Subcommittee and collectively accept appointment as the Stockholders' Agent. Any action, authorization, resolution or other matter approved, made or taken by at least two of the three members of the Stockholders' Agent Subcommittee, shall be deemed for all purposes hereunder and pursuant to the Escrow Agreement to be an action taken by the Stockholders' Agent and all references herein to the "Stockholders' Agent" shall be the action taken by the Stockholders' Agent Subcommittee in accordance hereof. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to Section 9 and Section 10.3, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Stockholder in respect of any indemnification claims Indemnitor by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Stockholder Stockholders' Agent, as fully binding upon such Indemnitor. If any member of Stockholders' Agent Subcommittee shall die, become disabled or otherwise be unable to fulfill his or her responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become a member of "Stockholders' Agent Subcommittee" for purposes of Section 9 and this Section 10.1. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall receive no compensation for services rendered. Notices or communications be deemed to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Indemnitors. The Stockholders Stockholders' Agent shall not be liable responsible for any act done or omitted hereunder thereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Merger Stockholders shall jointly and severally and not jointly indemnify each of the Stockholders members of the Stockholders' Agent Subcommittee and hold it each of the members of the Stockholders' Agent Subcommittee harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders' Agent Subcommittee and Stockholders' Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent Subcommittee's and Stockholders' Agent's duties hereunder, including the reasonable fees and expenses of any out-of-pocket legal counsel or other professional retained by the Stockholders' Agent Subcommittee and Stockholders' Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders hereby agree to pay (i) the reasonable fees of the Stockholders' Agent Subcommittee and Stockholders' Agent relating to their services performed in such capacity, and (ii) all reasonable costs and expenses and expenses, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”)Stockholders' Agent, in connection with the acceptance and administration of their duties hereunder. If not paid directly Subject to the Stockholders prior right of Parent to make claims for Damages, the Stockholders' Agent by shall have the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent right to recover from the Escrow Shares (if any) that otherwise would be distributed Fund prior to any distribution to the Company Stockholders following the Initial Escrow Release Date after giving effect toMerger Stockholders, any reasonable fees, costs and satisfaction ofexpenses, all claims for indemnification made including those of any legal counsel or other professional retained by the Parent Indemnified Parties pursuant to ARTICLE 9Stockholders' Agent, in connection with the performance, acceptance and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction administration of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ' Agent's duties hereunder.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company The Stockholders’ Agent shall be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent and attorney-in-fact for and on behalf of the Company Target Stockholders with the exclusive and shall have full power authority to represent, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery Acquiror to withhold the Parent Indemnified Parties applicable portion of the Escrow Shares Fund and/or the Offset in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by such claims, to act on such Target Stockholders behalf with respect to the Parent Indemnified Parties that will matters set forth in Section 2 hereof, in accordance with the terms and provisions of Section 2, including giving and receiving all notices and communications to be given or may be paid or otherwise satisfied solely by received with respect to the delivery of Escrow Shares, matters set forth in Section 2 and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the interpretation of this Agreement and accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Funds from time to time upon not less than by the delivery of Escrow Shares 10 days’ prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget Stockholders. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholder’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Target Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it the Stockholders’ Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders’ Agent shall constitute a decision have reasonable access to information about Target, Acquiror and the Target Product, whether in the possession of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company StockholdersAcquiror or Target, and the Escrow reasonable assistance of Target’s and Acquiror’s officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Stockholders’ Agent shall treat confidentially and Parent not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) Acquiror acknowledges that the Stockholders’ Agent may rely upon any decisionhave a conflict of interest with respect to its duties as Stockholders’ Agent, act, consent or instruction and in such regard the Stockholders’ Agent has informed Acquiror that it will act in the best interests of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Target Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. The Stockholders hereby irrevocably nominate, constitute and appoint Canaan Equity Partners II, LLC, a Delaware limited liability company (a) At least 5 Business Days prior "Canaan Partners"), as the agent and true and lawful attorney-in-fact of the Stockholders (the "Stockholders' Agent"), with full power of substitution, to act in the name, place and stead of the Stockholders for purposes of executing any documents and taking any actions that the Stockholders' Agent may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any claim for indemnification, compensation or reimbursement under Section 9 or under the Indemnification Escrow Agreement. Canaan Partners hereby accepts his appointment as Stockholders' Agent. The Stockholders hereby grant to the Closing Date the Company shall appointed an agent reasonably acceptable Stockholders' Agent full authority to Parent (the “Stockholders Agent”) to act as agent for execute, deliver, acknowledge, certify and file on behalf of the Company Stockholders with (in the exclusive authority to give name of any or all of the Stockholders or otherwise) any and receive notices and communications pursuant to all documents that the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties Stockholders' Agent may, in his sole discretion, determine to be satisfied solely by necessary, desirable or appropriate, in such forms and containing such provisions as the delivery of Escrow Shares Stockholders' Agent may, in his sole discretion, determine to the applicable Parent Indemnified Partiesbe appropriate, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties performing his duties as contemplated by Section 9.39.1(a). Notwithstanding anything to the contrary contained in this Agreement or in any other agreement executed in connection with the transactions contemplated hereby: (i) Parent and the Company shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to any claim for indemnification, compensation or reimbursement under Section 9 or under the Indemnification Escrow Agreement; and (ii) each Indemnitee shall be entitled to object rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or executed on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and the on any other action taken or purported to be taken on behalf of any Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to Stockholders' Agent, as fully binding upon such Stockholder. The Stockholders recognize and intend that the power of attorney granted in Section 10.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be satisfied solely delegated by the delivery of Escrow Shares to Stockholders' Agent; and (iii) shall survive the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done death or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction incapacity of each of the Company Stockholders. The Escrow If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Stockholders shall (by majority vote), within ten days after such death or disability, appoint a successor to the Stockholders' Agent and immediately thereafter notify Parent are hereby relieved from any liability to any person of the identity of such successor. Any such successor shall succeed the Stockholders' Agent as Stockholders' Agent hereunder. If for any acts done by them reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall be deemed to refer to the Stockholders. By adopting this Agreement and approving the Merger, all of the Stockholders of the Company irrevocably nominate, constitute and appoint Canaan Partners as Stockholders' Agent for purposes of distributing the cash payments to such Stockholders in accordance with such decision, act, consent or instruction of the Stockholders AgentSection 1.3(b).

Stockholders’ Agent. (a) At least 5 Business Days prior to In the Closing Date event that the Company Merger is approved by the stockholders of Target, effective upon such approval and without further act of any Target Stockholder, Xxxxxx Xxxxxxxx and Xxxxx Xxxxx shall each be appointed an agent reasonably acceptable to Parent and constituted as agents (each in such capacity, together with any successor thereto, a "Stockholders' Agent" and together in such capacity, the “Stockholders Agent”"Stockholders' Agents") to act as agent for and on behalf of the Company Target Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agents. Upon resignation, disability or death of either Stockholders' Agent, the holders of a majority in interest in the Escrow Fund (excluding the Performance Option Shares) may designate a successor Stockholders' Agent who shall succeed to all of the rights and privileges of the former Stockholders' Agent; provided that any successor must be a Target Stockholder Agent shall receive no compensation for services renderedand, provided further, that such successor may be selected only with the prior written consent of Acquiror, which consent may not be unreasonably withheld. Notices or communications to or from either of the Stockholders Agent Stockholders' ------ Agents shall constitute notice to or from each of the Target Stockholders. In the event of any conflict between communications from the Stockholders Agents, the Company Stockholders solely with respect shall be entitled to indemnification claims by rely on the Parent Indemnified Parties to be satisfied solely by communications of either Stockholders' Agent, in the delivery of Escrow Shares to the applicable Parent Indemnified PartiesCompany's sole discretion. (b) The Stockholders Agent Stockholders' Agents shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Target Stockholders shall severally and not jointly indemnify the Stockholders Agent Stockholders' Agents and hold it them harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent Stockholders' Agents or either of them and arising out of or in connection with the acceptance or administration of the their duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent The Stockholders' Agents shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about Target and the Escrow Agent reasonable assistance of Target's officers and Parent may rely upon employees for purposes of performing their duties and exercising their rights hereunder, provided that the Stockholders' Agents shall treat confidentially and not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability about Target to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days By virtue of their approval of the Merger and this Agreement, the Merger Stockholders shall have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and the expense reimbursement provisions in Section 10.3 and shall irrevocably appoint such Person or Entity as a majority in interest of the Merger Stockholders shall appoint prior to the Closing Date the Company shall appointed an as their agent reasonably acceptable to Parent for purposes of Section 9 and Section 10.3 (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Common Stock, cash or other property from the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to Section 9 and Section 10.3, however, that notwithstanding the foregoing, the Stockholder Agent and shall have no power be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Stockholder in respect of any indemnification claims Indemnitor by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Stockholder Stockholders' Agent, as fully binding upon such Indemnitor. If the Stockholders' Agent shall receive die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then a majority in interests of the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of Section 9, Section 10.3 and this Section 10.1. If for any reason there is no compensation for services rendered. Notices or communications Stockholders' Agent at any time, all references herein to or from the Stockholders Stockholders' Agent shall constitute notice be deemed to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Indemnitors. The Stockholders Stockholders' Agent shall not be liable for responsible for, and the Merger Stockholders by virtue of their approval of the Merger and this Agreement shall be deemed to release the Stockholders' Agent from, any loss suffered by, or liability of any kind to, the Merger Stockholders arising out of any act done or omitted hereunder in his capacity as Stockholders Agent, except to by the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, including any out-of-pocket unless such act or omission involves willful fraud or other willful misconduct by the Stockholders' Agent. The reasonable costs and expenses and expenses, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Stockholders' Agent, in connection with the acceptance and administration of the Stockholders' Agent's duties hereunder (the "Agent Costs and Expenses") shall be paid as follows: (“Outstanding Stockholders i) the Agent Costs and Expenses”, if any, for general administrative services other than in connection with Claim Notices (as defined in the Escrow Agreement) shall be paid by the Merger Stockholders; (ii) in the event an Indemnitee delivers a Claim Notice and shares are released to such Indemnitee pursuant to Section 3(c) of the Escrow Agreement (i.e., a non-contested Claim) with respect to such Claim Notice, Agent Costs and Expenses with respect to such Claim Notice shall be paid by the Merger Stockholders; and (iii) in the event an Indemnitee delivers a Claim Notice and the Stockholders' Agent delivers a Response Notice (as defined in the Escrow Agreement) with respect to such Claim Notice indicating that there is a Contested Amount (as defined in the Escrow Agreement). If not , Agent Costs and Expenses with respect to such Claim Notice shall be paid directly by Parent if the Indemnitee who delivered such Claim Notice is deemed to be the non-prevailing party pursuant to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from last sentence of Section 3(f) of the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.Agreement with

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Xxxxx Xxx is hereby constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company, and the Company Stockholders with and the exclusive authority participants in the escrow established for the Company's management (the "Management Participants") pursuant and subject to the conditions set forth in Section 3(a) hereof, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the portion of the Escrowed Shares from the Escrow Shares Account in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for Company Stockholders or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Management Participants, as the case may be paid or otherwise satisfied other be, from time to time upon not less than by the delivery of Escrow Shares ten (10) days' prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely and Management Participants. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Company Stockholders, then the Principal Stockholders and Management Participants shall each, within ten days after such death or disability, by a majority vote of the shares of Company Common Stock held by all Principal Stockholders at Closing and, with respect to indemnification claims the Management Participants, by a vote of a majority percentage of interest in the Parent Indemnified Parties escrow established pursuant to Section 3(a), be satisfied solely by entitled to appoint a successor agent and, promptly thereafter, shall notify Acquiror of the delivery identity of Escrow Shares such successor. Any such successor shall become the "Stockholders' Agent" for purposes of this Agreement. If for any reason there is no Stockholders' Agent at any time, all references herein to the applicable Parent Indemnified PartiesStockholders' Agent shall be deemed to refer to the Principal Stockholders acting by a majority vote of the shares of Company Common Stock held by all Principal Stockholders at Closing. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Principal Stockholders shall jointly and severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharesunder this Agreement. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the have reasonable access to information about Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, Acquiror and the Escrow reasonable assistance of Company's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article 9, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Company or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Acquiror to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Andrxx Xxxxx xxxll be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Stockholders with the exclusive authority Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Acquiror. The Stockholder's Agent may be paid or otherwise satisfied other than by the delivery of Escrow Shares resign upon ten (10) days notice to the applicable Parent Indemnified Partiesparties to this Agreement and the Former Target Stockholders. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Target stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Stockholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a decision of all the Company Stockholders and need to know basis to individuals who agree to treat such information confidentially). (d) The Stockholders' Agent shall be finalentitled to a distribution from the Escrow Fund equal to any such indemnity claim which has not been satisfied; provided, binding and conclusive upon each however, that no such distribution shall be made until all claims of the Company Stockholders, and Acquiror set forth in any Officer's Certificate delivered to the Escrow Agent and Parent may rely upon any decision, act, consent on or instruction of prior to the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentTermination Date have been resolved.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of their approval of the Closing Date Merger and this Agreement, the Company Merger Stockholders shall appointed an have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and the expense reimbursement provisions in Section 10.3 and shall irrevocably appoint Xxxxxx X. Xxxx as their agent reasonably acceptable to Parent for purposes of Section 9 and Section 10.3 (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Common Stock, cash or other property from the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Fund, to object to such deliveries, to agree to, negotiate, enter into 42. settlements and compromises of, and take legal actions demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided. Xxxxxx X. Xxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to Section 9 and Section 10.3, however, that notwithstanding the foregoing, the Stockholder Agent and shall have no power be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Stockholder in respect of any indemnification claims Indemnitor by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Stockholder Stockholders' Agent, as fully binding upon such Indemnitor. If the Stockholders' Agent shall receive die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of Section 9, Section 10.3 and this Section 10.1. If for any reason there is no compensation for services rendered. Notices or communications Stockholders' Agent at any time, all references herein to or from the Stockholders Stockholders' Agent shall constitute notice be deemed to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Indemnitors. The Stockholders Stockholders' Agent shall not be liable responsible for any act done or omitted hereunder thereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Merger Stockholders shall jointly and severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it the Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, including the reasonable fees and expenses of any out-of-pocket legal counsel or other professional retained by the Stockholders' Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders hereby agree to pay all costs and expenses and expenses, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”)Stockholders' Agent, in connection with the acceptance and administration of the Stockholders' Agent's duties hereunder. If not paid directly Subject to the Stockholders prior right of Parent to make claims for Damages, the Stockholders' Agent by shall have the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent right to recover from the Escrow Shares (if any) that otherwise would be distributed Fund prior to any distribution to the Company Stockholders following the Initial Escrow Release Date after giving effect toMerger Stockholders, any costs and satisfaction ofexpenses, all claims for indemnification made including, without limitation, indemnity expenses and those of any legal counsel or other professional retained by the Parent Indemnified Parties pursuant to ARTICLE 9Stockholders' Agent, in connection with the performance, acceptance and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction administration of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ' Agent's duties hereunder.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Xxxxx Xxxxxxxx is constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Stock from time to time upon not less than by the delivery of Escrow Shares ten (10) days’ prior written notice to the applicable Parent Indemnified PartiesBuyer. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no reasonable compensation for services renderedservices, fees and expenses incurred in good faith arising out of or in connection with the acceptance or administration of his duties under this Agreement, such compensation, fees and expenses due from the other Stockholders. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders. If the Stockholders’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Stockholders, then Stockholders solely with respect to indemnification claims by shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Buyer of the Parent Indemnified Parties to be satisfied solely by identity of such successor. Any such successor shall become the delivery “Stockholders’ Agent” for purposes of Escrow Shares this Agreement. If for any reason there is no Stockholders’ Agent at any time, all references herein to the applicable Parent Indemnified PartiesStockholders’ Agent shall be deemed to refer to the Stockholders. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall jointly and severally and not jointly indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharesunder this Agreement. (c) A decision, act, consent or instruction of the Stockholders The Stockholders’ Agent shall constitute a decision of all the have reasonable access to information about Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, Buyer and the Escrow reasonable assistance of Company’s and Buyer’s officers and employees for purposes of performing its duties and exercising its rights under this Article 7, provided that the Stockholders’ Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Company or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Buyer to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of their approval of this Agreement and the Closing Date Merger, the Company shall appointed an Stockholders appoint Xxxxx X. Xxxxxx as their agent reasonably acceptable to Parent for purposes of Sections 7, 8 and 9 (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Company Stock, cash or other property under the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveriesAgreement, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all other actions necessary or appropriate in the judgment to act on behalf of the Stockholders under this Agreement. Xxxxx X. Xxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent for on the accomplishment matters indicated in Sections 7 and 8 and on all matters relating to Section 9, and shall be entitled to rely conclusively (without further evidence of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Stockholder by the Stockholder Stockholders' Agent, as fully binding upon such Stockholder. If the Stockholders' Agent shall receive die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then a majority of the Designated Stockholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of Sections 7, 8 and 9 and this Section 10. 1. If for any reason there is no compensation for services rendered. Notices or communications Stockholders' Agent at any time, all references herein to or from the Stockholders Stockholders' Agent shall constitute notice be deemed to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified PartiesDesignated Stockholders. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days For purposes of this Section 8 and the Escrow Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the Stockholders and Note Holders, the Stockholders and Note Holders shall, prior to the Closing Date the Company shall appointed Closing, appoint an agent reasonably acceptable to Parent (the “Stockholders Agent”"STOCKHOLDERS' AGENT") to act serve as agent the representative and attorney-in-fact for and on behalf of the Company Stockholders with and Note Holders, subject to the exclusive authority to provisions of Sections 8.5(b), (c) and (d), below. The Stockholders' Agent shall be authorized to, for and on behalf of the Stockholders and Note Holders, give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Purchaser of Purchaser Shares or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not fewer than by the delivery of Escrow Shares ten (10) days' prior written notice to the applicable Parent Indemnified PartiesPurchaser. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesand Note Holders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) The Stockholders' Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Stockholders' Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) A decision, act, consent or instruction of the Stockholders Stockholders' Agent shall constitute a decision of all Stockholders for whom Purchaser Shares otherwise issuable to them are deposited in the Company Stockholders Escrow Fund and shall be final, binding and conclusive upon each of the Company Stockholderssuch Stockholder and Note Holder, and the Escrow Agent and Parent the Purchaser may rely upon any decision, act, consent or instruction of the Stockholders Stockholders' Agent as being the decision, act, consent or instruction of each of the Company Stockholdersand every such Stockholder and Note Holder. The Escrow Agent and Parent the Purchaser 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 Stockholders Agent.them

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Jxx Xxxxxxx shall be constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority former Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Escrow Shares or other property from the Escrow Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares from time to the applicable Parent Indemnified Partiestime upon not less than ten (10) days’ prior written notice to Acquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedservices; provided that the Stockholders’ Agent shall be entitled to reimbursement of all expenses incurred in the satisfaction of its duties hereunder and shall be reimbursed out of the Escrow Fund. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesformer Target stockholders. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders former Target stockholders shall severally and not jointly pro rata, in accordance with their Pro Rata Portion, indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities under this Agreement or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesAgreement. (c) A decision, act, consent or instruction of the Stockholders The Stockholders’ Agent shall constitute a decision of all the Company Stockholders have reasonable access to information about Target and shall be final, binding and conclusive upon each of the Company Stockholders, Acquiror and the Escrow reasonable assistance of Target’s and Acquiror’s officers and employees for purposes of performing his duties and exercising the rights under this Article X, provided that the Stockholders’ Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Target or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Acquiror to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to The Company Stockholders, by approving this Agreement and the Closing Date transactions contemplated hereby, and the other Company shall appointed an agent reasonably acceptable to Parent (Holders irrevocably appoint and constitute Shareholder Representative Services LLC as the “Stockholders Agent”) to act as agent Stockholders’ Agent for and on behalf of the Company Stockholders with Holders. The Stockholders’ Agent shall have full power and authority to take any and all actions which it believes are necessary or appropriate under this Agreement and the exclusive authority Escrow Agreement, including, without limitation, to execute and deliver this Agreement and the Escrow Agreement as the Stockholders’ Agent and for all other purposes hereunder and thereunder, to give and receive notices and communications pursuant communications, to interpret on behalf of the Company Holders all of the terms and provisions of this ARTICLE 9 solely with respect to indemnification claims by Agreement and the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement, to authorize delivery to Parent of the Parent Indemnified Parties applicable portion of the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Parent, to object to such deliveries, to defend all indemnity claims against the Escrow Funds pursuant to Section 8.4(d) of this Agreement (an “Indemnity Claim”), to conduct negotiations with Parent, the Surviving Corporation and their respective agents regarding such claims, to deal with Parent, the Surviving Corporation and the Escrow Agent under this Agreement or the Escrow Agreement, to agree to, negotiate, enter into settlements and compromises ofof Indemnity Claims, and take legal actions request arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, in accordance with Section 9.9 and Section 9.10 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 and the transactions contemplated hereby and thereby, to obtain reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by Stockholders’ Agent in connection with this Agreement and the delivery of Escrow Shares, Agreement and to take all other actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of any or all of the foregoing; provided, however, that notwithstanding . Without limiting the generality of the foregoing, the Stockholder Stockholders’ Agent shall have no the full power or and authority to take any of the foregoing actions for or interpret on behalf of the Company Holders all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any Company Stockholder amendment hereof or thereof in respect of any indemnification claims its capacity as Stockholders’ Agent. Such agency may be changed by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other holders of a majority in interest of the Escrow Fund from time to time upon not less than by ten (10) days’ prior written notice to all of the delivery of Company Holders, the Escrow Shares Agent and to the applicable Parent Indemnified PartiesParent. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedits services, except as provided in that certain Engagement Letter to be entered into by and among the Stockholders’ Agent, the Company and certain Company Holders. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesHolders. (b) The Stockholders Stockholders’ Agent shall not be liable to any Company Holders for any act done or omitted hereunder or under the Escrow Agreement as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly pro rata, in accordance with their respective Proportionate Indemnification Share, indemnify the Stockholders Stockholders’ Agent and hold it harmless against any lossand all losses, liability 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 expense incurred without in connection with the Stockholders’ Agent’s execution and performance of this Agreement and the Escrow Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or bad faith on the part of the Stockholders’ Agent, the Stockholders’ Agent will reimburse the Company Stockholders Agent and arising out the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”)bad faith. If not paid directly to the Stockholders Stockholders’ Agent by the Company Stockholders, any such losses, liabilities or expenses Representative Losses may be recovered by the Stockholders Stockholders’ Agent from (i) the Expense Amount, and (ii) the amounts in the Escrow Shares (if any) that Fund at such time as remaining amounts would otherwise would be distributed distributable to the Company Stockholders following Stockholders; provided, that while this section allows the Initial Stockholders’ Agent to be paid from the Expense Amount and the Escrow Release Date after giving effect toFund, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from this does not relieve the Company Stockholders according from their obligation to their respective Pro Rata Sharespromptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Agent from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Agent be required to advance its own funds on behalf of the Company Stockholders or otherwise. This indemnification shall survive the resignation or removal of the Stockholders’ Agent or the termination of this Agreement. Neither Parent, Merger Sub, the Company nor the Surviving Corporation shall be in any way responsible to any Company Holder for any loss suffered by reason of the performance by the Stockholders’ Agent of its duties under this Agreement or the Escrow Agreement. The Expense Amount shall be used to reimburse the out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Stockholders’ Agent in performing all of its duties and obligations under this Agreement and the Escrow Agreement. (c) A decisionAt the Closing, act, consent or instruction Parent shall deposit an amount equal to the Expense Amount with the Escrow Agent; the Expense Amount shall be held in a separate account by the Escrow Agent solely for the use of the Stockholders Stockholders’ Agent to pay the Representative Losses (including, without limitation, all Representative Losses arising in connection with claims for indemnification hereunder) related to the Stockholders’ Agent’s actions taken with respect to this Agreement or the Escrow Agreement, and shall not be deemed to be part of the Escrow Fund. Neither Parent nor any Parent Indemnified Person shall have any right, title or interest to the Expense Amount under this Agreement or otherwise. The Stockholders’ Agent shall constitute have sole signature authority over such separate account, and may pay any Representative Losses out of such account and be reimbursed or reimburse any third party for any Representative Losses from the Expense Amount at any time in its sole discretion. Should the Expense Amount not suffice for payment of the Representative Losses, the Stockholders’ Agent shall be entitled to call upon the Indemnifying Persons to contribute additional amounts to such account, in proportion to their Proportionate Indemnification Share, provided, however, that if the Stockholders’ Agent believes that the Representative Losses incurred in connection with the performance of its duties will exceed the Expense Amount, the Stockholders’ Agent will obtain the approval of a decision majority in interest of the Escrow Fund prior to commencing such activities. Following the termination of the Escrow Period, the Stockholders’ Agent shall have the right to recover Representative Losses from the Escrow Fund from any amount that would otherwise be distributed to the Indemnifying Persons and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the unreimbursed Representative Losses actually incurred. The Stockholders’ Agent shall provide Escrow Agent (but shall not be required to provide Parent) with reasonable documentation as to the Expense Amounts, provided that such documentation may be redacted as necessary to preserve attorney-client privilege. Any amounts remaining in the Expense Amount as of the date of the final distribution to the Indemnifying Persons or payment to the Parent Indemnified Persons of any and all remaining amounts of the Escrow Fund shall be released to the Escrow Agent for payment to the Company Stockholders in proportion to their Proportionate Indemnification Share, as instructed in writing by the Stockholders’ Agent. (d) The Stockholders’ Agent shall have reasonable access to information of and shall be finalconcerning any Indemnity Claim and which is in the possession, binding and conclusive upon each custody or control of 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 ARTICLE VIII, provided that the Stockholders’ Agent shall treat confidentially and not, except in connection with enforcing its rights under this Agreement and the Escrow Agent Agreement, disclose any nonpublic information from or about the Company (as the Surviving Corporation) or Parent to anyone (except to the Stockholders’ Agent’s attorneys, accountants or other advisers, to Company Stockholders and, on a need to know basis, to other individuals (identified to the Company and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability in writing in advance) who agree in writing to any person for any acts done by them in accordance with treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to The Indemnifying Persons, by approving this Agreement and the Closing Date transactions contemplated hereby, irrevocably appoint and constitute Utah Stockholders’ Agent LLC as the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent Stockholders’ Agent for and on behalf of the Company Stockholders with Indemnifying Persons to execute and deliver this Agreement and the exclusive authority Escrow Agreement and for all other purposes hereunder and thereunder, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to Parent of the Parent Indemnified Parties applicable portion of the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, in accordance with Section 9.3 of this Agreement, and the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow SharesAgreement, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of any or all of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to all of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares Indemnifying Persons and to the applicable Parent Indemnified PartiesParent. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesIndemnifying Persons. (b) The Stockholders Stockholders’ Agent shall not be liable to any Company Holder for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity good faith. The Stockholders’ Agent shall be entitled to engage such counsel, experts and other agents and consultants as Stockholders Agent, except it shall deem necessary in connection with exercising its powers and performing its function hereunder and shall be entitled to conclusively rely on the extent it has acted with gross negligence or willful misconduct, opinions and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductsuch Persons. The other Company Stockholders Indemnifying Persons shall severally and not jointly pro rata, in accordance with their respective Proportionate Indemnification Share, indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of his duties hereunder (the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly The Stockholders’ Agent shall be entitled to receive out of the Stockholders Stockholders’ Agent by the Company Stockholders, Reimbursement Escrow Amount such losses, liabilities or expenses amounts as may be recovered by necessary to reimburse the Stockholders Stockholder’s Agent for any Agent Expenses. In addition, following the termination of the Escrow Period, the Stockholders’ Agent shall have the right to recover Agent Expenses from the Escrow Shares (if any) Fund from any amount that would otherwise would be distributed to the Company Stockholders following Indemnifying Persons and, prior to any such distribution, shall deliver to the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by Agent a certificate setting forth the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharesactually incurred. (c) A decision, act, consent or instruction The Stockholders’ Agent shall have reasonable access to information about the Company (as the Surviving Corporation) and Parent and the reasonable assistance of the Stockholders Company’s (as the Surviving Corporation) and Parent’s officers and employees for purposes of performing his duties and exercising his rights under this ARTICLE VIII, provided that the Stockholders’ Agent shall constitute a decision of all treat confidentially and not disclose any nonpublic information from or about the Company Stockholders and shall be final, binding and conclusive upon each of (as the Company Stockholders, and Surviving Corporation) or Parent to anyone (except on a need to know basis to individuals (identified to the Escrow Agent company and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability in writing in advance) who agree in writing to any person for any acts done by them in accordance with treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to For any and all purposes under this Agreement and the Closing Date the Company shall appointed an agent reasonably acceptable to Parent Transaction Documents, each Stockholder hereby designates Xxxxx X. Xxxxxxx as his, her or its representative and true and lawful attorney-in-fact, with full power and authority in its name and on its behalf (the “"Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing"); provided, however, that notwithstanding a successor Stockholders Agent may be appointed with the foregoingprior written consent of Parent (i) prior to the Effective Time, by the Stockholder Stockholders owning a majority of Company Stock and (ii) following the Effective Time, by the Stockholders owning a majority of the Restricted Parent Common Stock issued in connection with the Merger; and provided further that any such successor Stockholders Agent shall have no power agreed in writing to be bound by the terms and conditions of this Agreement and the Transaction Documents by executing and delivering an instrument of assumption reasonably satisfactory in substance and form to Parent. Any appointment of a successor Stockholders Agent not in accordance with this Section (3)(a) shall be null and void. (b) Without limiting the generality of the foregoing: (i) Each Stockholder hereby authorizes Stockholders Agent (x) to give and receive all notices required to be given or authority received by such Stockholders under this Agreement and the other Transaction Documents, (y) to accept, or cause acceptance of, service of process on behalf of such Stockholder, and (z) in general, to take any of the foregoing actions for and all additional action as is contemplated to be taken by or on behalf of any Company such Stockholder in respect of any indemnification claims by the terms of this Agreement and the other Transaction Documents. Each Stockholder agrees to execute and deliver to Stockholders Agent any instruments, agreements or other documents that Stockholders Agent may reasonably request as being necessary or advisable in order for Stockholders Agent to carry out any action on behalf of such Stockholder pursuant to this Section 3. (ii) By execution of this Agreement, each Stockholder agrees that: (x) Parent Indemnified Parties that will and any Affiliate thereof shall be able to rely conclusively on the instructions and decisions of Stockholders Agent relating to any action required or may permitted to be paid taken by Stockholders Agent under this Agreement and the Transaction Documents and such Stockholder shall not have any cause of action against Parent or any Affiliate thereof for any action taken by Parent or any Affiliate thereof in reliance upon the instructions or decisions of Stockholders Agent; (y) all actions, decisions and instructions of Stockholders Agent under this Agreement and the Transaction Documents shall be conclusive and binding upon each Stockholder and no Stockholder shall have the right to object, dissent, protest or otherwise satisfied contest the same or have any cause of action against Stockholders Agent for any action taken, decision made or instruction given by Stockholders Agent under this Agreement, and the Transaction Documents except for fraud or willful breach of this Agreement and the Transaction Documents by Stockholders Agent; and (z) the provisions of this Section 3 are independent and severable, and are irrevocable and coupled with an interest. (iii) The parties confirm their understanding that the Stockholders Agent may also be a Stockholder, and that he, she or it shall have the same rights and powers under this Agreement as any other than by Stockholder and may exercise or refrain from exercising the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of same as though it were not the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from The Stockholders severally acknowledge that the Stockholders Agent shall constitute notice to and his, her or from each its affiliates may have other investments in or other relationships with Parent or its affiliates, and may generally engage in any kind of business with Parent or its affiliates as if the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgent were not acting in any such capacity. (biv) The Stockholders Agent may consult with legal counsel, independent public accountants and other experts selected by him, her or it and shall not be liable for any action taken or omitted to be taken by him, her or it in good faith in accordance with the advice of such counsel, accountants or experts. (v) The Stockholders Agent shall not be liable to the Stockholders for any act done action or omitted omission taken by him, her or it hereunder or under the Transaction Documents, except in his the case of willful misconduct by the Stockholders Agent. The Stockholders Agent shall not be deemed to be a trustee or other fiduciary on behalf of any Stockholder or any other person, nor shall the Stockholders Agent have any liability in the nature of a trustee or other fiduciary. The Stockholders Agent does not make any representation or warranty as to, nor shall he, she or it be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement, warranty or representation made in or in connection with this Agreement or the other Transaction Documents; (ii) the performance or observance of any of the covenants or agreements of Parent or Company under any of the other Transaction Documents; (iii) the business, properties, operations, condition (financial or otherwise) or prospects of Parent or Company; or (iv) the genuineness, legality, validity, binding effect, enforceability, value, sufficiency, effectiveness or genuineness of this Agreement, the other Transaction Documents or any other instrument or writing furnished in connection herewith or therewith. The Stockholders Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or similar writing) believed by him, her or it to be genuine and to be signed or sent by the proper party or parties. (vi) Each Stockholder shall, ratably in accordance with his, her or its Pro Rata Percentage, pay or reimburse the Stockholders Agent, upon presentation of an invoice, for all costs and expenses of the Stockholders Agent (including, without limitation, fees and expenses of counsel to the Stockholders Agent) in connection with: (i) the enforcement of this Agreement and any of the other Transaction Documents and/or the protection or preservation of the rights of each Stockholder and/or the Stockholders Agent against Parent or Company, or any of their respective assets, and (ii) any amendment, modification or waiver of any of the terms of this Agreement or any of the other Transaction Documents (whether or not any such amendment, modification or waiver is signed or becomes effective). If any Stockholder fails to reimburse the Stockholders Agent for any of the foregoing payments advanced by the Stockholders Agent within 30 days of the due date set forth in the invoice from the Stockholders Agent, then such Stockholder's reimbursement obligation shall accrue interest at the rate of 12% per annum and such Stockholder hereby authorizes the Stockholders Agent to deliver such payment to the Stockholders Agent out of any sums otherwise payable to such Stockholder pursuant to any of the other Transaction Documents. (vii) Each Stockholder shall, ratably in accordance with his, her or its Pro Rata Percentage, indemnify the Stockholders Agent and the Stockholders Agent's affiliates and their respective directors, officers, agents, attorneys, employees and shareholders (to the extent not reimbursed by Parent) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability that such indemnitees may suffer or incur in connection with this Agreement or otherwise in its capacity as Stockholders Agent, or any action taken or omitted by such indemnitees hereunder or thereunder (except such resulting from such indemnitee's willful misconduct). (viii) The Stockholders Agent may resign at any time by giving notice thereof to the extent it has acted with gross negligence or willful misconductStockholders and Parent. Upon any such resignation, the Stockholders shall appoint a successor Stockholders Agent. If no successor Stockholders Agent shall have been appointed by the Stockholders, and shall have accepted such appointment, within 30 days after the retiring Stockholders Agent gives notice of resignation, then the retiring Stockholders Agent, may, on behalf of the Stockholders, appoint a successor Stockholders Agent, which shall be any act done Stockholder. Upon the acceptance of its appointment as Stockholders Agent hereunder by a successor Stockholders Agent, such successor Stockholders Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Stockholders Agent, and the retiring Stockholders Agent shall be discharged from its duties and obligations hereunder. After the retiring Stockholders Agent's resignation hereunder as Stockholders Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted pursuant to be taken by it while it was Stockholders Agent. (ix) The Stockholders Agent shall not be required to institute or defend any action involving any matters referred to herein or which affects such Stockholders Agent or his, her or its duties or liabilities hereunder, unless or until requested to do so by any party to this Agreement and then only upon receiving full indemnity, in character satisfactory to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless Agent, against any lossand all claims, liability or expense incurred without gross negligence or bad faith on liabilities and expenses, including reasonable attorneys' fees in relation thereto. (x) This Agreement sets forth all of the part duties of the Stockholders Agent with respect to any and arising out all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Stockholders Agent. The obligations of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to hereunder and under the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, other Transaction Documents are only those expressly set forth herein and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharestherein. (c) A decisionStockholders Agent, actby execution of this Agreement, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of deemed to have accepted such appointment to enter into any agreement in connection with the Company Stockholderstransactions contemplated by this Agreement, and the Escrow Agent and Parent may rely upon Transaction Documents, to exercise all or any decision, act, consent or instruction of the Stockholders Agent powers, authority and discretion conferred on him under any such agreement, to act as being proxy for each Stockholder in connection with any stockholder approvals required in connection with the decisiontransactions contemplated by the Merger Agreement, act, consent and to waive or instruction modify any terms and conditions of each any such agreement (other than payment of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentMerger Consideration due at Closing).

Stockholders’ Agent. (a) At least 5 Business Days Notwithstanding any other provision of this Agreement, at the Effective Time, Acquiror shall deposit, or shall cause to be deposited, with respect to each share of Target Capital Stock held by the Non-Dissenting Former Stockholders immediately prior to the Closing Date Effective Time, an amount equal to the Company shall appointed Stockholders’ Agent Expense Contribution Amount, and with respect to each Target Option outstanding immediately prior to the Effective Time, an agent reasonably acceptable amount equal to Parent the Stockholders’ Agent Expense Contribution Amount times the number of shares of Target Capital Stock that are subject to such Target Option, by wire transfer of immediately available funds in an account designated by the Stockholders’ Agent to be used for payment of any Stockholders’ Agent Expenses (the “Stockholders Agent”"Stockholders’ Agent Expense Account"). The amount that is deposited by Acquiror into the Stockholders’ Agent Expense Account pursuant to this Section 8.3(a) with respect to act each share of Target Capital Stock and each Target Option shall reduce the amount that, but for the provisions of this Section 8.4, the holder of such share of Target Capital Stock would have otherwise been entitled to receive at the Effective Time in respect of such share of Target Capital Stock pursuant to Section 1.6 hereof and the holder of such Target Option would have otherwise been entitled to receive at the Effective Time in respect of such Target Option pursuant to Section 1.11 hereof. (b) The Stockholders’ Agent may, from time to time, withdraw amounts from the Stockholders’ Agent Expense Account for the payment of Stockholders’ Agent Expenses. Upon termination of the Escrow Agreement, if there shall be any amount on deposit in the Stockholders’ Agent Expense Account, the Stockholders’ Agent shall cause such amount to be distributed to the Former Holders ratably based on their Pro Rata Portion thereof. (c) By virtue of the adoption of this Agreement by Target’s stockholders, and without further action of any Target stockholder or option holder, each Former Holder shall be deemed to have irrevocably constituted and appointed Xxxxxx Xxxxxxxx and Xxxxxx Xxxxx (and by execution of this Agreement each of them hereby accepts such appointment) as agent and attorney-in-fact ("Stockholders’ Agent") for and on behalf of the Company Stockholders Former Holders, with full power of substitution, to act in the exclusive authority name, place and stead of each Former Holder with respect to this Section 8 and the Escrow Agreement and the taking by the Stockholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Agent under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications pursuant to under this Section 8 or the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to Agreement; (ii) authorize delivery to the Parent Indemnified Parties Acquiror of cash from the Escrow Shares Fund in satisfaction of claims for indemnification claims made by the Parent Indemnified Parties as contemplated by Acquiror under this Section 9.3, to 8; (iii) object to such deliveries, to claims for indemnification made by Acquiror under this Section 8; (iv) agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to claims for indemnification claims made by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, Acquiror under this Section 8; and to (v) take all actions necessary or appropriate in the good faith judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided. The power of attorney granted in this Section 8.3 is coupled with an interest and is irrevocable, however, that notwithstanding may be delegated by the foregoing, Stockholders’ Agent and shall survive the Stockholder Agent shall have no power death or authority to take incapacity of any Former Holder. The identity of the foregoing actions for or on behalf Stockholders’ Agent and the terms of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or agency may be paid changed, and a successor Stockholders’ Agent may be appointed, from time to time (including in the event of the death, disability or otherwise satisfied other than incapacity of the Stockholders’ Agent) by Former Holders whose aggregate Pro Rata Portions exceed 50%, and any such successor shall succeed the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStockholders’ Agent as Stockholders’ Agent hereunder. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieshis services. (bd) The Stockholders Stockholders’ Agent shall not be liable to any Former Holder for any act done liability, loss, damage, suffered by such Former Stockholder while acting in good faith and arising out of or omitted in connection with the acceptance or administration of his duties hereunder in his capacity as Stockholders Agent, except to the extent (it has acted with gross negligence or willful misconduct, and being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”such good faith). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (ce) A decisionFrom and after the Effective Time, act, consent or instruction Acquiror shall cause the Surviving Corporation to provide the Stockholders’ Agent with access to information about the Surviving Corporation and the assistance of the Stockholders officers and employees of Acquiror and the Surviving Corporation, in each case to the extent reasonably necessary to enable the Stockholder’s Agent to perform his duties and exercise his rights under this Agreement, provided that the Stockholders’ Agent shall constitute a decision of all treat confidentially any nonpublic information he receives from Acquiror regarding the Company Stockholders and Surviving Corporation. (f) The Stockholders’ Agent shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability entitled to any person no compensation for any acts done by them his service in accordance with such decision, act, consent or instruction of the Stockholders Agentcapacity.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company The Stockholders’ Agent shall be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent and attorney-in-fact for and on behalf of the Company Target Stockholders with the exclusive and shall have full power authority to represent, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery Acquiror to withhold the Parent Indemnified Parties applicable portion of the Escrow Shares Fund and/or the Offset in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by such claims, to act on such Target Stockholders behalf with respect to the Parent Indemnified Parties that will matters set forth in Section 2 hereof, in accordance with the terms and provisions of Section 2, including giving and receiving all notices and communications to be given or may be paid or otherwise satisfied solely by received with respect to the delivery of Escrow Shares, matters set forth in Section 2 and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the interpretation of this Agreement and accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Funds from time to time upon not less than by the delivery of Escrow Shares 10 days’ prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder . The Stockholders’ Agent shall receive no such compensation for its services renderedas set forth in the Stockholders’ Agent Agreement among the Stockholders’ Agent and the Majority Stockholders. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget Stockholders. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholder’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Target Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it the Stockholders’ Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders’ Agent shall constitute a decision have reasonable access to information about Target, Acquiror and the Target Product, whether in the possession of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company StockholdersAcquiror or Target, and the Escrow reasonable assistance of Target’s and Acquiror’s officers and employees for purposes of performing its duties and exercising its rights hereunder, including verifying the amount of any Royalty Payment or responding to and defending any claim by Acquiror for indemnification, provided that the Stockholders’ Agent shall treat confidentially and Parent not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) Acquiror acknowledges that the Stockholders’ Agent may rely upon any decisionhave a conflict of interest with respect to its duties as Stockholders’ Agent, act, consent or instruction and in such regard the Stockholders’ Agent has informed Acquiror that it will act in the best interests of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Target Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Xxxxx Xxxxxxx shall be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Stockholders with the exclusive authority Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Fund from time to time upon not less than 10 days' prior written notice to Acquiror. The Stockholder's Agent may be paid or otherwise satisfied other than by the delivery of Escrow Shares resign upon thirty (30) days notice to the applicable Parent Indemnified Partiesparties to this Agreement and the Former Target Stockholders. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesFormer Target Stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Former Target Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders . The Stockholders' Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly shall be entitled to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent a distribution from the Escrow Shares (if any) Fund equal to any such indemnity claim which has not been satisfied; provided, however, that otherwise would no such distribution shall be distributed made until all claims of Acquiror set forth in any Officer's Certificate delivered to the Company Stockholders following the Initial Escrow Release Agent on or prior to each Termination Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shareshave been resolved. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about Target and the Escrow reasonable assistance of Target's former officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from in connection with any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agentarbitration proceeding).

Stockholders’ Agent. (a) At least 5 Business Days prior The Company hereby represents that, pursuant to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent Stockholders’ Agreement, dated July 9, 2007 (the “Stockholders’ Agreement”), by and among the Stockholders of the Company owning more than ninety nine percent (99%) of the Company’s Common Stock and Xxxxxx Xxxxx that Xxxxxx Xxxxx was appointed to serve as the Stockholders’ Agent with respect to the matters expressly set forth in this Agreement and the Escrow Agreement to be performed by the Stockholders’ Agent”) , and by her signature below Xxxxxx Xxxxx hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth herein and in the Escrow Agreement. The Stockholders’ Agent shall act as the representative of the Sellers, and shall be authorized to act as agent for and on behalf of the Company Stockholders with Sellers and to take any and all actions required or permitted to be taken by the exclusive authority to give and receive notices and communications pursuant to Stockholders’ Agent under this Agreement or the terms of this ARTICLE 9 solely Escrow Agreement including, without limitation, (i) with respect to any claims (including the settlement thereof) made by a Parent Indemnitee for indemnification claims by the Parent Indemnified Parties pursuant to be satisfied solely by Article X hereof, (ii) the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties all or part of the Escrow Shares Fund to Parent Indemnitee in satisfaction of indemnification claims by the such Parent Indemnified Parties as contemplated by Section 9.3Indemnitee, to object to such deliveries, to (iii) agree to, negotiate, negotiate and enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to, any claims for indemnification, (iv) accept Merger Consideration, any post-Closing adjustments thereto and any Earnout Payments on behalf of the Sellers, (v) receive all notices or documents to indemnification claims be given to the Sellers by Parent or the Company pursuant to this Agreement or any other Transaction Document and to receive and accept service of legal process in connection with any suit or proceeding arising under any of the Transaction Documents, (vi) deliver to Parent at the Closing all certificates, documents and instruments required to be delivered to Parent by the Sellers pursuant to the Transaction Documents, (vii) engage counsel and such accountants and other advisors for the Sellers and incur such other expenses on behalf of the Sellers to the extent deemed necessary or appropriate by the Stockholders’ Agent, (ix) waive any inaccuracies in the representations or warranties of Parent Indemnified Parties contained in any Transaction Document, (x) make any decision and take any action, on behalf of the Sellers, that will the Stockholders’ Agent deems necessary or appropriate after the Effective Date to perform the obligations of the Sellers under the Transaction Documents; and (xi) take all actions and make all decisions as are expressly required or may be paid or otherwise satisfied solely made by the delivery of Escrow SharesSellers under the Transaction Documents, and to (xii) take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder . The Stockholders’ Agent shall have no power or authority be the only party entitled to take any assert the rights of the foregoing actions for or Sellers hereunder and the Escrow Agreement, and the Stockholders’ Agent shall perform all of the obligations of the Sellers hereunder and the Escrow Agreement. Any Person (including Parent and Escrow Agent) shall be entitled to rely on all statements, representations and decisions of the Stockholders’ Agent. The Stockholders’ Agent shall be entitled to amend this Agreement on behalf of the Sellers without further approval from such Sellers. The Stockholders’ Agent shall not be liable to any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares (as opposed to the applicable Parent Indemnified Parties. No bond shall be required Parent) for any Losses incurred or suffered by any Person as a result of the Stockholders performance of the Stockholders’ Agent’s duties under this Agreement, and the Stockholder Agent shall receive no compensation except for services rendered. Notices or communications to or Losses resulting from the Stockholders Agent shall constitute notice to Stockholders’ Agent’s willful misconduct or from each of bad faith. Accordingly, the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Stockholders’ Agent shall not be liable for the Losses incurred or suffered by any act done Person other than the Parent as a result of (i) any action taken or omitted hereunder by the Stockholders’ Agent in his capacity the good faith performance of her duties and responsibilities as Stockholders the Stockholders’ Agent under this Agreement, or (ii) any action taken or omitted to be taken by the Stockholders’ Agent in reliance upon any instrument that the Stockholders’ Agent believes in good faith (x) is genuine, (y) has been signed or delivered by the proper person(s), and (z) complies with the provisions of this Agreement. (b) Upon the death or permanent disability of the Stockholders’ Agent, except to the extent it has acted with gross negligence Stockholders’ Agent’s her estate or willful misconductlegal guardian, and any act done or omitted pursuant to as applicable, shall automatically become her successor as the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company new Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares’ Agent. (c) A decisionThe Stockholders shall be bound by all actions taken by the Stockholders’ Agent in his or her capacity thereof. All payments of post-Closing adjustments to the Merger Consideration and Earnout Payments or any other post-closing payment due any Stockholder hereunder (other than holders of Dissenting Shares) rendered by Parent to Stockholders’ Agent shall be in full satisfaction of Parent’s obligation to make such payments to the Stockholders under this Agreement or required to be made by applicable Legal Requirements. The Stockholders’ Agent shall promptly, actand in any event within 10 Business Days, consent or instruction provide written notice to any Stockholders holding more than two percent (2%) of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each Common Stock of the Company immediately prior to the Merger of any material action taken on behalf of them by the Stockholders’ Agent pursuant to the authority delegated to the Stockholders’ Agent under this Section 11.1(c) provided, and however, that payment of expenses of Stockholders’ Agent incurred in connection with the Escrow discharge of her duties shall not be considered a material action. The Stockholders’ Agent and Parent may rely upon any decision, act, consent shall at all times act in his or instruction her capacity as Stockholders’ Agent in a manner that the Stockholders’ Agent believes to be in the best interest of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. Stockholders (aother than DSA) At least 5 Business Days prior hereby irrevocably appoint Xxxxx Xxxxxxxxxxx as his, her or its agent and as the agent for purposes of all matters relating to this Agreement, the Closing Date Merger Agreement and the Company shall appointed an agent reasonably acceptable to Parent Escrow Agreement (the “Stockholders "Stockholders' Agent”"), and Xxxxx Xxxxxxxxxxx hereby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to act as agent for and be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then the former stockholders of Company Stockholders with holding a majority of the exclusive authority to give and receive notices and communications shares of Parent Common Stock issued pursuant to the terms Merger and the Stock Purchase shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" in accordance with this ARTICLE 9 solely with respect to indemnification claims Section 14. The Stockholders' Agent shall be reimbursed by the Parent Indemnified Parties to be satisfied solely by Stockholders for his reasonable out-of-pocket expenses incurred in connection with serving as the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of Stockholders' Agent under this Agreement and the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of Stockholders' Agent's duties hereunder and under the duties hereunderEscrow Agreement, including any out-of-pocket costs the reasonable fees and expenses and of any legal fees and other legal costs reasonably incurred counsel retained by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ' Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of the Closing Date approval and adoption of this Agreement at the Company shall appointed an agent reasonably acceptable to Parent (Target Special Meeting, the “Target Stockholders Agent”) to act hereby appoint Xxxx Xxxxxx and Xxx Xxxxx as agent ("Stockholders' Agent") for and on behalf of the Company Target Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares or Additional Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Buyer, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesBuyer. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget Stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholder' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Target Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about Target and the Escrow reasonable assistance of Target's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction about Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) Xxxx Xxxxxx has informed Buyer that he will act in the best interests of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Target Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior The parties will mutually agree on the identity of a Stockholder who will agree to the Closing Date the Company shall be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Stockholders with the exclusive authority Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Fund from time to time upon not less than 10 days' prior written notice to Acquiror. The Stockholder's Agent may be paid or otherwise satisfied other than by the delivery of Escrow Shares resign upon thirty (30) days notice to the applicable Parent Indemnified Partiesparties to this Agreement and the Former Target Stockholders. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesFormer Target Stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Former Target Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute have reasonable access to information about Target and the reasonable assistance of Target's former officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Stockholders' Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a decision of all the Company Stockholders and need to know basis to individuals who agree to treat such information confidentially). (d) The Stockholders' Agent shall be finalentitled to a distribution from the Escrow Fund equal to any such indemnity claim which has not been satisfied; provided, binding and conclusive upon each however, that no such distribution shall be made until all claims of the Company Stockholders, and Acquiror set forth in any Officer's Certificate delivered to the Escrow Agent and Parent may rely upon any decision, act, consent on or instruction of prior to the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentTermination Date have been resolved.

Stockholders’ Agent. (a) At least 5 Business Days prior In order to carry out the Closing Date terms of this Agreement and the Company shall appointed an Escrow Agreement, the Target Stockholders hereby appoint Xxxxxxx X. Xxxxx, Xx. as agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Target Stockholders with the exclusive authority to give and receive notices and communications pursuant under this Agreement and the Escrow Agreement, to receive and distribute the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesMerger Consideration, to authorize delivery to the Parent Indemnified Parties Acquiror of the cash or other property from the Escrow Shares Account in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all any additional actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power foregoing or authority otherwise contemplated to take any of the foregoing actions for be taken by or on behalf of any Company Stockholder in respect of any indemnification claims the Target Stockholders by the Parent Indemnified Parties that will terms of this Agreement or the Escrow Agreement. Such agency may be paid or otherwise satisfied other than changed by the delivery holders of a majority in interest of the Escrow Shares Account from time to the applicable Parent Indemnified Partiestime upon not less than ten days’ prior written notice to Acquiror. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect Target Stockholders. All references herein to indemnification claims by the Parent Indemnified Parties Stockholders’ Agent shall be deemed to be satisfied solely by the delivery of Escrow Shares references to the applicable Parent Indemnified Partiesperson appointed as such, or his successor in his capacity as such, and not in his personal capacity. (b) The Target Stockholders, solely in their capacity as stockholders of Target, hereby authorize the Stockholders’ Agent to (i) receive all payments to be made to the Target Stockholders hereunder, (ii) give and receive all notices required to be given under the Agreement, (iii) settle any and all disputes between the Target Stockholders and Acquiror or Surviving Corporation which may arise from time to time as a result of the transactions contemplated hereby, (iv) execute any and all governmental and other forms relating to Taxes and (v) take any and all additional action as is contemplated to be taken by or on behalf of the Target Stockholders by the terms of this Agreement, including Section 2 and Section 6 hereof. (c) By their adoption of this Agreement and the approval of the Merger, the stockholders of Target agree that: (i) each of Acquiror, Merger Sub, Target, Escrow Agent and Surviving Corporation shall be able to rely conclusively on the instructions and decisions of the Stockholders’ Agent as to any actions required to be taken by the Stockholders’ Agent or the Stockholders of Target hereunder, and no Person shall have any cause of action against Surviving Corporation for any action taken by Acquiror, Merger Sub, Target, Escrow Agent or Surviving Corporation in reliance upon the instruction or decision of the Stockholders’ Agent; (ii) all actions, decisions and instruction of the Stockholders’ Agent shall not be liable conclusive and binding upon all Target Stockholders, and no Target Stockholder shall have any cause of action against the Stockholders’ Agent for any act done action taken or omitted hereunder omitted, decision made or instruction given by such Stockholders’ Agent arising out of or in connection with the acceptance or administration of his capacity as Stockholders Agentduties hereunder, except for fraud or willful breach of this Agreement by the Stockholders’ Agent; (iii) the provisions of this Section 6.4 and Section 6.5 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable, notwithstanding any rights or remedies that any Target Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 6.4 and Section 6.5 may be inadequate; therefore, Acquiror, Surviving Corporation and Target shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if any of Acquiror, Surviving Corporation or Target bring an action to enforce the provisions of this Section 6.4 and Section 6.5; and (v) the provisions of this Section 6.4 shall be binding upon the executors, heirs, legal representatives and successors of each Target Stockholder, and any references in this Agreement to a Target Stockholder or Target Stockholders shall mean and include the successors to Target Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (d) All fees and expenses incurred by the Stockholders’ Agent after the Closing shall be the responsibility of Target Stockholders on a pro rata basis. During the term of the Escrow Account, the Stockholders’ Agent shall be entitled to fund such fees and expenses (including without limitation, the fees and expenses incurred in defending any third party claims pursuant to Section 6.3(a) hereof) from the Escrow Account. In addition, the Stockholders’ Agent shall have the right to reimbursement of any such fees and expenses (to the extent it has acted with gross negligence or willful misconduct, and not funded from the Escrow Account) from any act done or omitted pursuant amounts to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company distributed to Target Stockholders. (e) Target Stockholders shall severally and not jointly indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence fraud or bad faith willful breach of this Agreement on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (cf) A decision, act, consent or instruction Acquiror and Surviving Corporation shall cause the Stockholders’ Agent to have reasonable access to information about Target and the Target Business Unit and the reasonable assistance of the Stockholders Surviving Corporation’s and Target Business Unit’s officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders’ Agent shall constitute a decision of all treat confidentially and not disclose any nonpublic information from or about Target, the Company Stockholders and shall be final, binding and conclusive upon each of the Company StockholdersSurviving Corporation, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Target Business Unit to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Jeffxxx Xxxxxxxxx xxxll be appointed an as agent reasonably acceptable to Parent and attorney-in-fact (the “Stockholders Agent”"STOCKHOLDERS' AGENT") to act as agent for each Target Stockholder, for and on behalf of the Company Target Stockholders, (i) to assert, prosecute or respond to any claims for indemnification hereunder on behalf of all or any Target Stockholders with (and is hereby designated as the exclusive authority Indemnifying Party to act on behalf of the Target Stockholders under Section 7.5 hereof), (ii) to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties Acquiror of shares of Acquiror Common Stock from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing, (iii) to endorse Certificates or stock powers therefor on behalf of any Target Stockholder, and (iv) to amend this Agreement at any time by execution of an instrument in writing signed on behalf of each of the parties hereto; provided that an amendment shall not (a) alter or change the amount or kind of consideration to be received on conversion of the Target Capital Stock, (b) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the Merger, or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of Target Capital Stock. Such agency may be changed by the stockholders of Target from time to time upon not less than thirty (30) days prior written notice to Acquiror; provided, however, that notwithstanding the foregoing, Stockholders' Agent may not be removed unless holders of a two-thirds interest in the Stockholder Agent shall have no power or authority Escrow Fund (with the Escrow Shares being valued at the Closing Stock Price for purposes of this calculation) agree to take any such removal and to the identity of the foregoing actions for or on behalf substituted stockholders' agent. Any vacancy in the position of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Stockholders' Agent may be paid or otherwise satisfied other than filled by approval of the delivery holders of a majority in interest of the Escrow Fund (with the Escrow Shares to being valued at the applicable Parent Indemnified PartiesClosing Stock Price for purposes of this calculation). No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall not receive no compensation for services renderedhis services. Notices Notice or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery stockholders of Escrow Shares to the applicable Parent Indemnified PartiesTarget. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Target Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his or her duties hereunder, including and shall reimburse the Stockholders' Agent for their pro rata share of any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares' Agent. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders have reasonable access to information about Target and shall be final, binding and conclusive upon each of the Company Stockholders, Acquiror and the Escrow reasonable assistance of Target's and Acquiror's officers and employees for purposes of performing his duties and exercising his rights hereunder; provided, that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Target or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Acquiror to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to The Company Holders, by approving this Agreement and the Closing Date transactions contemplated hereby, irrevocably appoint and constitute Concord (K.T.) Venture Management Ltd. as the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent Stockholders’ Agent for and on behalf of the Company Stockholders with Holders to execute and deliver this Agreement and the exclusive authority Escrow Agreement and for all other purposes hereunder and thereunder, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to Parent of the Parent Indemnified Parties applicable portion of the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Persons, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, in accordance with Section 7.4 and Section 7.5 of this Agreement, and the Parent Indemnified Parties that will or may Escrow Agreement, to make and settle determinations and calculations with respect to distributions and allocations of the Aggregate Merger Consideration hereunder, including without limitation, the Shareholder Earnout Amount and amounts to be paid or otherwise satisfied solely by distributed out of the delivery of Escrow SharesFund, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of any or all of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to all of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares Indemnifying Persons and to the applicable Parent Indemnified PartiesParent. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Indemnifying Persons. Notwithstanding the foregoing, the Stockholders’ Agent shall not be deemed to represent or act on behalf of any Company Stockholders solely Holder or Earnout Holder with respect to indemnification claims by the Parent Indemnified Parties Tax or other individual matters of such Company Holder, and a notice in this respect to the Stockholders’ Agent shall not be deemed to be satisfied solely by the delivery of Escrow Shares a notice to the applicable Parent Indemnified Partiessuch Company Holder. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Indemnifying Persons shall severally and not jointly pro rata, in accordance with their respective Proportionate Indemnification Share, indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability liability, expense or expense fee incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by (the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly At the Closing, Parent shall deposit an amount equal to the Expense Amount with the Escrow Agent; provided that the Expense Amount shall be held in a separate account by the Escrow Agent solely for the use of the Stockholders’ Agent to pay the Agent Expenses (including, without limitation, all Agent Expenses arising in connection with claims for indemnification hereunder) related to the Stockholders’ Agent’s actions taken with respect to this Agreement or the Escrow Agreement. Neither Parent nor any Parent Indemnified Person shall have any right, title or interest to the Expense Amount and shall not make any claims against the Expense Amount under this Agreement or otherwise. The Stockholders Agent may reimburse itself or any third party for any Agent Expenses from the Expense Amount by delivery to the Company Escrow Agent (without a copy to Parent) of written notice specifying the amount of Agent Expenses to be reimbursed and the name of the payee thereof. The Stockholders’ Agent shall not be required to provide to Parent a copy of any such written notice provided to the Escrow Agent. Following the termination of the Escrow Period (but not before), such losses, liabilities or expenses may be recovered by the Stockholders Stockholders’ Agent shall have the right to recover any unpaid Agent Expenses from the Escrow Shares (if any) Fund from any amount that would otherwise would be Table of Contents distributed to the Company Stockholders following Indemnifying Persons and, prior to any such distribution, shall deliver to the Initial Escrow Release Date after giving effect to, Agent (with no copy to the Parent) a certificate setting forth the Agent Expenses actually incurred and satisfaction of, all claims for indemnification made by not previously reimbursed. Any amounts remaining in the Expense Amount as of the date of distribution to the Indemnifying Persons or payment to the Parent Indemnified Parties pursuant Persons of any and all remaining amounts of the Escrow Fund, shall be released to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according Indemnifying Persons in proportion to their respective Pro Rata Proportionate Indemnification Shares. (c) A decision, act, consent or instruction of as instructed in writing by the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ’ Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior For purposes of this Agreement, the Company Stockholders hereby consent to the Closing Date appointment of Howaxx Xxxxxxxxx, xx the Stockholders' Agent and as attorney-in-fact for and on behalf of each of the Company shall appointed an agent reasonably acceptable Stockholders, and the taking by the Stockholders' Agent of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including without limitation, the exercise of the power to (i) authorize delivery to Parent of the Company Stockholders' Indemnity Shares for cancellation in accordance with Section 2(d)(iii)(C), or any portion thereof, in satisfaction of Claims, (ii) agree to negotiate, enter into settlements and compromises with respect to such Claims, (iii) resolve any Claims, and (iv) take all actions necessary in the “Stockholders Agent”judgment of the Stockholders' Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations contained in this Agreement. (b) to act The Stockholders' Agent represents that it has been appointed and constituted as agent for and on behalf of the Company Stockholders Stockholders: to enter into and perform in accordance with the exclusive authority terms and conditions of this Agreement; to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, communications; to authorize delivery to the Parent Indemnified Parties of funds from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, Parent; to object to such deliveries, ; to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, such claims; and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding foregoing and this Agreement. The Stockholders' Agent may resign upon thirty (30) days notice to the foregoing, parties to this Agreement. The Stockholders' Agent may be replaced by the Stockholder Agent shall have no power or authority Company Stockholders with a right to take any a majority of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by Escrow Fund from time to time upon not less than ten (10) days prior written notice to Parent and the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgent. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for his services renderedexcept as provided in Section 9(c). Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStockholders. (bc) The Stockholders Stockholders' Agent shall not be personally liable to Parent or the Company Stockholders for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done performed or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof good faith. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it the Stockholders' Agent harmless against for their respective pro rata share against, any loss, liability or expense (including but not limited to the fees and expenses of legal counsel) that is incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising arises out of or in connection with the acceptance or of administration of the Stockholders' Agent's duties hereunder. The Stockholders' Agent shall have reasonable access to information about Parent, including and the reasonable assistance of Parent's officers and employees for the purpose of performing his duties and exercising his rights hereunder; provided, however, that the Stockholders' Agent shall treat as confidential and not disclose any out-of-pocket costs and expenses and nonpublic information from or about Parent to anyone (except on a need to know basis to his legal fees counsel and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”individuals who agree in writing with Parent to treat such information as confidential). If not paid directly The Stockholders' Agent shall be entitled to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent a distribution from the Escrow Shares (if any) Fund equal to any such indemnity claim which has not been satisfied; provided, however, that otherwise would no such distribution shall be distributed made until all claims of Parent made on or prior to the Company Stockholders following Expiration Date have been resolved. Any indemnity amounts paid out to the Initial Stockholders' Agent under this Section 9(c) shall be set forth in a written notice provided to the Escrow Release Date after giving effect to, Agent executed by both Parent and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesStockholders' Agent. (cd) A decision, act, consent or instruction of the Stockholders Stockholders' Agent shall constitute a decision of all of the Company Stockholders Stockholders, and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Stockholders' Agent as being the decision, act, consent or instruction of each and all of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Stockholders' Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior The parties hereto agree that it is desirable to the Closing Date the Company shall appointed designate Xxxxxx Xxxxx as an agent reasonably acceptable to Parent of the Covered Securityholders and as their attorney in fact (the “Stockholders Stockholders’ Agent”) ), with full power of substitution to act on behalf of the Covered Securityholders to the extent and in the manner set forth in this Agreement and the other Transaction Documents. The Company has designated the Stockholders’ Agents as the agent and representative of the Covered Securityholders for purposes of this Agreement and the other Transaction Documents, and approval of this Agreement and the Merger by such holders pursuant to the Required Merger Stockholder Vote and each Letter of Transmittal shall constitute ratification and approval of such designation on the terms set forth herein and therein. All decisions, actions, consents and instructions by the Stockholders’ Agent with respect to this Agreement and the other Transaction Documents shall be binding upon all of the Covered Securityholders in his capacity as such at and following the Effective Time under this Agreement and the other Transaction Documents, and no such Covered Securityholder shall have the right to object to, dissent from, protest or otherwise contest the same. Parent and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholders’ Agent as being the decision, action, consent or instruction of the Covered Securityholders, and Parent and Merger Sub are hereby relieved from any liability to any person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as the Stockholders’ Agent, the Stockholders’ Agent shall be authorized and empowered, as agent for of and on behalf of the Company Stockholders with the exclusive authority all Covered Securityholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3provided herein, to object to such deliveriesany Indemnification Claims or purchase price adjustments, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to, such Indemnification Claims, Losses or purchase price adjustments, to indemnification waive after the Effective Time any breach or default of Parent or Merger Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each Covered Securityholder in connection with any claims by against such Covered Securityholder arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the Parent Indemnified Parties that will transactions contemplated hereby or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesunder any Transaction Document, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims (ii) specifically mandated by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services renderedterms thereof. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each the Covered Securityholders. Any writing signed or action taken by the Stockholders’ Agent shall be sufficient to constitute a writing signed or action taken on behalf of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesCovered Securityholders. (b) The Stockholders Stockholders’ Agent may resign at any time, and in the event of the death, incapacity or resignation of the Stockholders’ Agent, a new Stockholders’ Agent may be appointed by the vote or written consent of Covered Securityholders holding a majority of the shares of Series A-1 Preferred Stock (or if following the Closing, by those Covered Securityholders that held a majority of the shares of Series A-1 Preferred Stock immediately prior to the Closing). Notice of such vote or a copy of the written consent appointing such new Stockholders’ Agent shall be sent to Parent and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent and the date such consent is received by Parent and, after the Effective Time, the Surviving Corporation; provided that until such notice is received, Parent, Merger Sub and the Surviving Corporation, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of such prior Stockholders’ Agent as described in Section 10.1(a). (c) In dealing with this Agreement and any notice, instrument, agreement or document relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Agent hereunder or thereunder, (i) the Stockholders’ Agent and his, her or its agents, counsel, accountants and other Representatives shall not be liable for assume any, and shall not incur any, responsibility whatsoever (in each case, to the extent permitted by applicable Legal Requirements) to any stockholder, optionholder or warrantholder of the Company, Parent, the Company, Merger Sub or the Surviving Corporation, including by reason of any error in judgment or other act done or omission performed or omitted hereunder or in his capacity as Stockholders Agentconnection with this Agreement or any such other agreement, instrument or document, except to the extent it has acted with gross negligence such actions shall have been determined by a court of competent jurisdiction to have constituted willful misconduct or willful misconductfraud; and (ii) the Stockholders’ Agent shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act done or omitted omission of the Stockholders’ Agent pursuant to the such advice of counsel shall be conclusive evidence that he did not act with gross negligence in no event subject such Stockholders’ Agent to liability to any stockholder, optionholder or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part warrantholder of the Stockholders Company, Parent, the Company, Merger Sub or the Surviving Corporation. (d) The Stockholders’ Agent may establish a reserve account (the “Reserve Account”) on account of all Covered Securityholders in accordance with their Pro Rata Shares in an aggregate amount equal to One Hundred Thousand Dollars ($100,000) (the amount so established, the “Reserve Amount”) to pay costs, fees and arising out expenses incurred by or for the benefit of the Covered Securityholders on or after the Closing in connection with the acceptance or administration transactions contemplated by this Agreement. Upon the written request of the duties hereunderStockholders’ Agent given to Parent at least two (2) business days prior to Closing, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred at the Closing Parent shall wire transfer the Reserve Amount to an account designated by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company StockholdersStockholder Representative, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and which account shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability deemed to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.be a Schedule 1.12(d)

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Xxxxxxx X. Xxxxxxxxxx shall be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Principal Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by Acquiror, to deliver to the Principal Stockholders cash received from the Acquiror in satisfaction of claims by the Parent Indemnified Parties as contemplated by Section 9.3Principal Stockholders, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedits services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesPrincipal Stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Principal Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute be entitled to a decision of all distribution from the Company Stockholders and Escrow Fund equal to any such indemnity claim which has not been satisfied; provided, however, that no such distribution shall be final, binding and conclusive upon each made until all claims of the Company Stockholders, and Acquiror set forth in any Officer's Certificate delivered to the Escrow Agent and Parent may rely upon any decision, act, consent on or instruction of prior to the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentTermination Date have been resolved.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Richxxx Xxxth shall be constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with to act on their behalf under the exclusive authority Escrow Agreement, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of Acquiror Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoingholders of a majority in interest of the Escrow Fund from time to time upon not less than 15 days' prior written notice to the Acquiror, the Stockholder Stockholders' Agent shall have no power or authority to take any of and the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgent. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStockholder. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction The Stockholders' Agent shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Stockholders Surviving Corporation's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Agent shall constitute treat confidentially and not disclose any nonpublic information from or about the Surviving Corporation to anyone (except on a decision of all need to know basis to individuals who agree to treat such information confidentially). The Stockholders' Agent will not be entitled to receive any compensation from Acquiror or the Company Stockholders in connection with this Agreement. Any fees and expenses incurred by Stockholders' Agent in connection with actions taken pursuant to the terms of this Agreement will be paid by the -44- 49 Stockholders to the Stockholders' Agent. Such fees and expenses shall first be final, binding satisfied from any Escrow Shares not subject to a Claim (as defined in the Escrow Agreement) by the Acquiror and conclusive upon each of remaining available for release to the Company Stockholders on the final release date. Prior to any payment to the Stockholders' Agent for such fees and expenses from the Escrow Fund, and the Stockholders' Agent shall deliver to the Escrow Agent written statement of such fees and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agentexpenses.

Stockholders’ Agent. (a) At least 5 Business Days prior Immediately upon and by virtue of the approval of this Agreement by the Requisite Vote or written consent of the Stockholders, each Stockholder will be deemed to have irrevocably consented to and appointed the Stockholders’ Agent as the true and lawful exclusive agent and attorney-in-fact of such Stockholder with full powers of substitution to act in the name, place and stead of such Stockholder with respect to the Closing Date performance on behalf of such Stockholder under the Company shall appointed an agent reasonably acceptable terms and provisions of this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Stockholders’ Agent will deem necessary or appropriate in connection with any transaction contemplated hereunder, including the power to: (i) act for each Stockholder with respect to all indemnification matters referred to in this Agreement, including the right to compromise or settle any such claim on behalf of any Stockholder; (ii) act for each Stockholder with respect to all Merger Consideration adjustments referred to in this Agreement; (iii) amend or waive any provision hereof (including any condition to Closing) in any manner that does not differentiate among the Stockholders; (iv) employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Stockholders’ Agent, in the sole discretion thereof, deems necessary or advisable in the performance of the duties of the Stockholders’ Agent; (v) receive and receipt for any portion of the Merger Consideration or any other payment due from Parent to the Stockholders pursuant to this Agreement; (the “Stockholders Agent”vi) to act as agent for incur any expenses, liquidate and withhold assets received on behalf of the Company Stockholders prior to their distribution to the Stockholders to the extent of any amount that the Stockholders’ Agent deems necessary for payment of or as a reserve against expenses, and pay such expenses or deposit the same in an interest-bearing account established solely for such purpose; (vii) receive all notices, communications and deliveries hereunder on behalf of the Stockholders; and (viii) do or refrain from doing any further act or deed on behalf of each Stockholder that the Stockholders’ Agent deems necessary or appropriate, in the sole discretion of the Stockholders’ Agent, relating to the subject matter hereof as fully and completely as any Stockholder could do if personally present and acting as though any reference to any Stockholder herein was a reference to the Stockholders’ Agent. Notwithstanding the foregoing, the Stockholders’ Agent shall have no obligation to act on behalf of the Stockholders, except as expressly provided herein and in the Stockholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Stockholders’ Agent in any ancillary agreement, schedule, exhibit or the Disclosure Letter. (b) Each Letter of Transmittal will provide that such Stockholder agrees to the appointment of the Stockholders’ Agent as such Stockholder’s exclusive agent and attorney-in-fact as provided in this Section 12.13 and (ii) the other provisions of this Section 12.13. (c) Certain Stockholders have entered into an engagement agreement (the “Stockholders’ Agent Engagement Agreement”) with the exclusive authority Stockholders’ Agent to give and receive notices and communications pursuant provide direction to the terms Stockholders’ Agent in connection with its services under this Agreement and the Stockholders’ Agent Engagement Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The appointment of this ARTICLE 9 solely with respect the Stockholders’ Agent and the immunities and rights to indemnification claims granted to the Stockholders’ Agent Group hereunder will be deemed coupled with an interest and will be irrevocable and binding on each Stockholder and their successors, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Agent as the act of any Stockholder in all matters referred to herein. Each Stockholder hereby ratifies and confirms that the Stockholders’ Agent will do or cause to be done by virtue of such Stockholders’ Agent’s appointment as Stockholders’ Agent of such Stockholder. The Stockholders’ Agent will act for each Stockholder on all matters set forth herein in the manner the Stockholders’ Agent believes to be in the best interest of such Stockholder, but the Stockholders’ Agent and its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Stockholders’ Agent Group”) will not be responsible to any Stockholder for any loss or damage any Stockholder may suffer by reason of the performance by the Parent Indemnified Parties Stockholders’ Agent of such Stockholders’ Agent’s duties hereunder or under the Stockholders’ Agent Engagement Agreement, other than loss or damage arising from willful misconduct or gross negligence in the performance of such Stockholders’ Agent’s duties hereunder. (d) Each Stockholder hereby expressly acknowledges and agrees that the Stockholders’ Agent is authorized to act on behalf of such Stockholder notwithstanding any dispute or disagreement among the Stockholders, and that any Person will be satisfied solely entitled to rely on any and all action taken by the delivery of Escrow Shares Stockholders’ Agent hereunder without liability to, or obligation to inquire of, any Stockholder. All actions taken by the applicable Parent Indemnified PartiesStockholders’ Agent under this Agreement or the Stockholders’ Agent Engagement Agreement shall be binding upon each Stockholder and such Stockholder’s successors as if expressly confirmed and ratified in writing by such Stockholder, and all defenses which may be available to authorize delivery any Stockholder to contest, negate or disaffirm the Parent Indemnified Parties action of the Escrow Shares Stockholders’ Agent taken in satisfaction of indemnification claims by good faith under this Agreement or the Parent Indemnified Parties as contemplated by Section 9.3Stockholders’ Agent Engagement Agreement are waived. In the event the Stockholders’ Agent resigns or ceases to function in such capacity for any reason whatsoever, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by then the Parent Indemnified Parties that successor Stockholders’ Agent will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in Person the judgment of the remaining Stockholders Agent for the accomplishment of the foregoingappoint; provided, however, that notwithstanding in the foregoingevent for any reason no successor has been appointed within 30 days following such resignation or cessation, then any Stockholder will have the right to petition a court of competent jurisdiction for appointment of a successor Stockholders’ Agent. The Stockholders, jointly and severally, will indemnify and hold the Stockholders’ Agent Group harmless from and against any and all liabilities, losses, costs, damages, fees, fines, judgments, amounts paid in settlement and expenses (including attorneys’ fees and costs of other skilled professionals and in connection with seeking recovery from insurers) reasonably incurred or suffered as a result of the performance of the Stockholders’ Agent’s duties hereunder and under the Stockholders’ Agent Engagement Agreement, except for willful misconduct or gross negligence (collectively, the Stockholder “Stockholders’ Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesExpenses”). No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders acknowledge that the Stockholders’ Agent shall not be liable required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Stockholders’ Agent shall not be required to take any action unless the Stockholders’ Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholders’ Agent against the costs, expenses and liabilities which may be incurred by the Stockholders’ Agent in performing such actions. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. (e) The Stockholders’ Agent shall be entitled to: (i) rely upon the Closing Date Payment Statement, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder or other party. (f) Prior to the Closing, the Company shall wire to the Stockholders’ Agent an amount to be determined (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Stockholders’ Agent in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Stockholders’ Agent for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted Stockholders’ Agent Expenses incurred pursuant to this Agreement or any Stockholders’ Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Stockholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of counsel shall be conclusive evidence that he did not act with principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The other Company Stockholders shall severally and Stockholders’ Agent is not jointly indemnify the Stockholders Agent and hold it harmless against acting as a withholding agent or in any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or similar capacity in connection with the acceptance Expense Fund and has no tax reporting or administration of income distribution obligations. The Stockholders will not receive any interest on the duties hereunderExpense Fund and assign to the Stockholders’ Agent any such interest. Subject to Advisory Group approval, including the Stockholders’ Agent may contribute funds to the Expense Fund from any out-of-pocket costs and expenses and legal fees and other legal costs consideration otherwise distributable to the Stockholders. As soon as reasonably incurred determined by the Stockholders Stockholders’ Agent (“Outstanding Stockholders that the Expense Fund is no longer required to be withheld, the Stockholders’ Agent Expenses”). If not paid directly to shall distribute the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares remaining Expense Fund (if any) that otherwise would be distributed to Parent, as applicable, for further distribution to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesStockholders. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to Approval of this Agreement by the Closing Date holders of Sorrento Securities shall constitute ratification and approval of the Company shall appointed an designation of Xxxxxxx Xxxxxxxx, as agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority holders of Sorrento Securities to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to Parent of the Parent Indemnified Parties of Shares (and any other property distributed with respect to such shares) from the Escrow Shares Account in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3or Parent Representative, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding foregoing and on all matters relating to this Agreement and the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Agreement. Such agency may be paid or otherwise satisfied other than by changed from time to time as set forth in the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each holder of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSorrento Securities. (b) The Stockholders Stockholders’ Agent shall not be liable to Parent, the Surviving Company or the holders of Sorrento Securities for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. By approving the Merger and adopting this Agreement, the Sorrento Stockholders agree that he did not act with gross negligence or willful misconduct. The other Company Stockholders each one shall severally and not jointly indemnify the Stockholders Agent and hold it the Stockholders’ Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction The Stockholders’ Agent shall have reasonable access to information about Sorrento and the reasonable assistance of the Stockholders Sorrento’s officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders’ Agent shall constitute treat confidentially and not disclose any nonpublic information from or about Sorrento to anyone (except on a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability need to any person for any acts done by them in accordance with know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Cole X. Xxxxxx xxxll be constituted and appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent ("Stockholders' Agent") for and on behalf of the Company Warranting Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties PURCHASER of the PURCHASER Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3PURCHASER, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesPURCHASER. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesWarranting Stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholder' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Warranting Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about TARGET and/or TARGET Business and the Escrow reasonable assistance of TARGET's and/or TARGET Business's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent about TARGET and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.TARGET Business to

Stockholders’ Agent. (a) At least 5 Business Days prior to The Stockholders, except for the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf Trustee of the Company Stockholders with Trust, individually and collectively, hereby irrevocably nominate, constitute and appoint C. Xxxxx Xxxxxxxxx as the exclusive authority to give agent and receive notices true and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements lawful representative and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment attorney-in-fact of the Stockholders Agent for (the accomplishment "Agent"), with full power of substitution, to act in the name, place and stead of the foregoing; providedStockholders, however, that notwithstanding and as the foregoing, the Stockholder Agent shall have no power or authority only person authorized to take any of the foregoing actions for action required, authorized or on behalf of any Company Stockholder contemplated by this Section 12, in respect of any indemnification claims by claim made pursuant to Section 12.2 of this Agreement (the Parent Indemnified Parties that will "Indemnification Obligations"), including, without limitation, any settlement, compromise or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required defense of the Stockholders Indemnification Obligations, C. Xxxxx Xxxxxxxxx hereby accepts his appointment as Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders AgentStockholders, except for the Trustee of the Trust, hereby grant to the extent it has acted with gross negligence Agent full authority to take or willful misconductomit to take any action, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally execute, deliver, acknowledge, certify and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith file on the part behalf of the Stockholders (in the name of any or all of the Stockholders or otherwise), except for the Trustee of the Trust, any and all documents, that the Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Agent may, in his sole discretion, determine to be appropriate with respect to the Indemnification Obligations. Notwithstanding anything to the contrary contained in any of the Transactional Agreements: (i) Purchaser shall be entitled to deal exclusively with the Agent and arising out of or in connection with the acceptance or administration Trustee of the duties hereunderTrust on all matters relating to the Indemnification Obligations; and (ii) with respect to the Indemnification Obligations, including each Purchaser Indemnitee shall be entitled to rely conclusively (without further evidence of any out-of-pocket costs and expenses and legal fees and kind whatsoever) on any document executed or purported to be executed on behalf of any Signing Stockholder (other legal costs reasonably incurred than the Trustee of the Trust) by the Stockholders Agent Agent, and on any other action taken or purported to be taken on behalf of any Stockholder (“Outstanding Stockholders Agent Expenses”). If not paid directly to other than the Stockholders Agent Trustee of the Trust) by the Company StockholdersAgent, as fully binding upon such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesStockholder. (c) A decisionThe Stockholders, act, consent or instruction except for the Trustee of the Stockholders Agent Trust, recognize and intend that the power of attorney granted in Section 12.13(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Agent; and (iii) shall constitute a decision of all survive the Company Stockholders and shall be finaldeath, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent disability or instruction of the Stockholders Agent as being the decision, act, consent or instruction legal incapacity of each of the Company Stockholders. (d) The Agent shall receive and deliver notices on behalf of the Stockholders, except for the Trustee of the Trust, and take all such action as he may deem necessary, appropriate, permitted or advisable to be taken by or on behalf of the Stockholders, except for the Trustee of the Trust, under this Section 12 in order to consent to, pay, contest, arbitrate, litigate or settle any claim or alleged claims asserted with respect to the Indemnification Obligations, upon receipt of instructions from a majority of the Stockholders other than the Trustee of the Trust (based on the number of Shares held immediately prior to Closing). The Escrow Agent shall not be personally liable to the other Stockholders for any action taken, suffered or omitted by him in good faith and Parent are hereby relieved believed by him to be authorized by the Stockholders under this Section 12.13. (e) In acting as the representative of the Stockholders, the Agent may rely upon, and shall be protected in acting or refraining from acting upon, an opinion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator's award, appraisal, bond or other paper or document reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Agent may consult with counsel and any liability advice of such counsel shall be full and complete authorization and protection in respect to any person for any acts done action taken or suffered or omitted by them him in such capacity in good faith and in accordance with such decision, act, consent opinion of counsel. The Agent may perform his duties as Agent either directly or instruction by or through his agents or attorneys and the Agent shall not be responsible to the other Stockholders for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by the Agent hereunder. (f) Within ten days after receiving notice of the death or incapacity of the Agent, the Stockholders shall by majority vote other than the Trustee of the Trust (based on the number of Shares held immediately prior to Closing) appoint a successor to fill the vacancy. The Stockholders (other than the Trustee of the Trust) may by such majority vote remove the Agent with or without cause and appoint a successor, provided that notice thereof is given by the new Agent to each of the other parties hereto. The Agent may resign if, and only if, he is simultaneously replaced with a substitute Agent. Any Agent appointed from time to time hereunder who is not also a Stockholder must be reasonably acceptable to Purchaser. If for any reason there is no Agent at any time, all references herein to the Agent shall be deemed to refer to the Stockholders. (g) The Agent shall serve as such without compensation, but all expenses incurred by the Agent in connection with the performance of his duties as Agent shall be borne and paid by the Stockholders (other than the Trustee of the Trust) pro rata in accordance with their respective ownership of Shares immediately prior to Closing.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of their approval of the Closing Date Merger and this Agreement, the Company Merger Stockholders shall appointed an have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and the expense reimbursement provisions in Section 10.3 and shall irrevocably appoint Willxxx Xxxxx xx their agent reasonably acceptable to Parent for purposes of Section 9 and Section 10.3 (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Common Stock, cash or other property from the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided. Willxxx Xxxxx xxxeby accepts his appointment as the Stockholders' Agent. Parent shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to Section 9 and Section 10.3, however, that notwithstanding the foregoing, the Stockholder Agent and shall have no power be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Stockholder in respect Indemnitor by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any indemnification claims Indemnitor by the Parent Indemnified Parties that will or may be paid Stockholders' Agent, as fully binding upon such Indemnitor. If the Stockholders' Agent shall die, become disabled or otherwise satisfied other than by be unable to fulfill his responsibilities as agent of the delivery Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of Escrow Shares to the applicable Parent Indemnified Partiesidentity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of Section 9, Section 10.3 and this Section 10.1. No bond shall be required of for the Stockholders Stockholders' Agent. If for any reason there is no Stockholders' Agent at any time, and all references herein to the Stockholder Stockholders' Agent shall receive no compensation for services rendered. Notices or communications be deemed to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Indemnitors. The Stockholders Stockholders' Agent shall not be liable responsible for any act done or omitted hereunder thereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Merger Stockholders shall jointly and severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it the Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, including the reasonable fees and expenses of any out-of-pocket legal counsel or other professional retained by the Stockholders' Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders hereby agree to pay (i) the reasonable fees of the Stockholders' Agent relating to his services performed in such capacity, and (ii) all reasonable costs and expenses and expenses, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”)Stockholders' Agent, in connection with the acceptance and administration of the Stockholders' Agent's duties hereunder. If not paid directly Subject to the Stockholders prior right of Parent to make claims for Damages, the Stockholders' Agent by shall have the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent right to recover from the Escrow Shares (if any) that otherwise would be distributed Fund prior to any distribution to the Company Stockholders following the Initial Escrow Release Date after giving effect toMerger Stockholders, any reasonable fees, costs and satisfaction ofexpenses, all claims for indemnification made including those of any legal counsel or other professional retained by the Parent Indemnified Parties pursuant to ARTICLE 9Stockholders' Agent, in connection with the performance, acceptance and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction administration of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ' Agent's duties hereunder.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of the Closing Date adoption of this Agreement, the Company shall appointed an Merger Stockholders appoint Dxxx Xxxxxxxx as their agent reasonably acceptable to Parent for purposes of Section 4 and this Section 5.1 (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the an Indemnitee of Parent Indemnified Parties of Common Stock, cash or other property under the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveriesAgreement, to agree to, negotiate, enter into settlements and compromises ofof indemnification, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will reimbursement or may be paid or otherwise satisfied solely by the delivery of Escrow Sharescompensation claims, and to take all other actions necessary or appropriate in the judgment to act on behalf of the Merger Stockholders under this Agreement. Dxxx Xxxxxxxx hereby accepts his appointment as the Stockholders’ Agent. Parent shall be entitled to deal exclusively with the Stockholders’ Agent for the accomplishment on all matters relating to Section 4, and shall be entitled to rely conclusively (without further evidence of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Merger Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders’ Agent, and on any other action taken or purported to be taken on behalf of any Merger Stockholder by the Stockholder Stockholders’ Agent, as fully binding upon such Merger Stockholder. If the Stockholders’ Agent shall receive voluntarily resign, die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Merger Stockholders, then Persons who immediately prior to the execution of this Agreement held a majority of the shares of Company Capital Stock then outstanding shall promptly appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Stockholders’ Agent” for purposes of Section 4 and this Section 5.1. If for any reason there is no compensation for services rendered. Notices or communications Stockholders’ Agent at any time, all references herein to or from the Stockholders Stockholders’ Agent shall constitute notice be deemed to or from each of the Company Stockholders solely with respect refer to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesDxxx Xxxxxxxx. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to If this Agreement and the Closing Date Merger are approved by the Company requisite vote of InfoGation's stockholders, effective upon such vote and without any further act by any former InfoGation stockholder, Kent Pu shall be constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority holders of InfoGation Capital Stock to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties BSQUARE of the Escrow Cash and the Escrow Shares or other property from the Escrow Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3BSQUARE, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed from time to time by (i) the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for Escrow Shares or (ii) the holders of a majority in interest of the Escrow Shares deposited on behalf of any Company Stockholder in respect the holders of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares InfoGation Series C Preferred Stock immediately prior to the applicable Parent Indemnified PartiesEffective Time, in each case upon not less than 10 days' prior written notice to BSQUARE. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedservices. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery holders of Escrow Shares to the applicable Parent Indemnified PartiesInfoGation Capital Stock. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconductgood faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders holders of InfoGation Capital Stock shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities hereunder under this Agreement or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesAgreement. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders have reasonable access to information about InfoGation and shall be final, binding and conclusive upon each of the Company Stockholders, BSQUARE and the Escrow reasonable assistance of InfoGation's and BSQUARE's officers and employees for purposes of performing their duties and exercising their rights under this Article X, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about InfoGation or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability BSQUARE to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an The Selling Stockholders hereby irrevocably appoint Jeax-Xxxxxx Xxsat as their agent reasonably acceptable to Parent for purposes of this Agreement (the “Stockholders Agent”"STOCKHOLDERS' AGENT") to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Selling Stockholders of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by and cash pursuant to Section 9.31.3 and Section 1.7, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution pursuant to this Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided. Jeax-Xxxxxx Xxsat hereby accepts his appointment as the Stockholders' Agent. The Purchaser shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement, however, that notwithstanding the foregoing, the Stockholder Agent and shall have no power be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Stockholder in respect of any indemnification claims Selling Stockholders by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Selling Stockholders by the Stockholder Stockholders' Agent, as fully binding upon such Selling Stockholders. If the Stockholders' Agent shall receive die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Selling Stockholders, then the Selling Stockholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of this Agreement. If for any reason there is no compensation for services rendered. Notices or communications Stockholders' Agent at any time, all references herein to or from the Stockholders Stockholders' Agent shall constitute notice be deemed to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Selling Stockholders. The Stockholders Stockholders' Agent shall not be liable responsible for any act done or omitted hereunder thereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Selling Stockholders shall jointly and severally bear and not jointly pay the fees and expenses of, as well as indemnify the Stockholders Stockholders' Agent and hold it the Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, including the reasonable fees and expenses of any out-of-pocket legal counsel or other professional retained by the Stockholders' Agent. (b) With regard to the Selling Stockholders' decision to pursue any disputes as to the payment of Milestones pursuant to Section 1.7, every Selling Stockholder must agree in writing to fund the costs and expenses and expenses, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Stockholders' Agent, in order to receive his, her or its pro rata portion of any Milestone Payment awarded upon the resolution of such dispute. Any Selling Stockholder who does not so agree to fund the efforts of the Stockholders' Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly in such dispute shall forfeit his, her or its portion of any amounts so awarded to the Selling Stockholders who did agree to so fund the Stockholders' Agent. With regard to any activities of the Stockholders' Agent other than pursuing disputed Milestones Payments, the Selling Stockholders hereby agree to pay all costs and expenses, including those of any legal counsel or other professional retained by the Company Stockholders' Agent, such losses, liabilities or expenses may be recovered by in connection with the Stockholders Agent from acceptance and administration of the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesStockholders' Agent's duties hereunder. (c) A decision, act, consent or instruction The parties hereby agree that the board of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each directors of the Company Stockholdersshall include Jeax-Xxxxxx Xxsat until the termination of the employment agreement between the Company and Mr. Rosat; provided, however, that Mr. Rosat may be removed from the board of directors in the event that any of the Milestones is not achieved or deemed to be achieved on or prior to its respective Extended Milestone Deadline. (d) Notwithstanding Section 12.5 hereof (or any other provision of this Agreement), this Section 12.1 shall be governed by Swiss law on all matters relating to internal relations among the Selling Stockholders and the Escrow Agent Stockholders' Agent. Any legal action or other legal proceeding relating to such internal relations shall be resolved by arbitration governed by the Chamber of Commerce and Parent may rely upon any decision, act, consent or instruction Industry of the Stockholders Agent as being the decision, act, consent or instruction Canton of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them Vaud in accordance with such decisionits then-existing arbitration rules. The arbitration shall be held in Lausanne, act, consent or instruction of the Stockholders AgentSwitzerland.

Stockholders’ Agent. (a) At least 5 Business Days prior Prior to the Closing Date Closing, the Company stockholders of Target shall appointed constitute and appoint an agent reasonably acceptable to Parent (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority Target stockholders to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Acquiror Common Stock or other property from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTarget stockholders. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders Target stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, have reasonable access to information about Target and the Escrow reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability about Target to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an The Stockholders hereby irrevocably appoint Samir A. Desai as their agent reasonably acceptable to Parent xxx xxxxxxxx of this Section 9 (the “Stockholders "Stockholders' Agent”) "), and Samir A. Desai hereby accepts xxx xxxxxxxxxnt as the Stockholders' Agent. Buyer shall be entitled to act as agent for and on behalf of the Company Stockholders deal exclusively with the exclusive authority Stockholders' Agent on all matters relating to give Section 9, and receive notices and communications pursuant shall be entitled to the terms rely conclusively (without further evidence of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties any kind whatsoever) on any document executed or purported to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or executed on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Stockholder by the Stockholder Stockholders' Agent, as fully binding upon such Stockholder. If the Stockholders' Agent shall receive no compensation for services rendered. Notices die, become disabled or communications otherwise be unable to or from fulfill his responsibilities as agent of the Stockholders, then the Stockholders shall, within ten (10) business days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Buyer of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of this Section 9. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall constitute notice be deemed to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Stockholders. The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder in his capacity entitled to make such decisions as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, necessary under this Agreement without consulting with any other Stockholder and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders incur no liability and shall be finalindemnified, binding protected and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent held harmless by all such Stockholders (but not by SRC or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved Buyer) from any and all liability, loss, cost, claim, expense or liability to any person (other than such liability as he may have as a Stockholder under this Agreement) for any acts done action taken by them the Stockholders' Agent in accordance with such decision, act, consent or instruction good faith in the exercise of the Stockholders Agenthis business judgment.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of their approval of the Closing Date Merger and this Agreement, the Company Merger Stockholders shall appointed an have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and the expense reimbursement provisions in Section 10.3 and shall irrevocably appoint Xxxxxx Xxxxx as their agent reasonably acceptable to Parent for purposes of Section 9 and Section 10.3 (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Common Stock, cash or other property from the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesclaims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided. Xxxxxx Xxxxx hereby accepts his appointment as the Stockholders’ Agent. Parent shall be entitled to deal exclusively with the Stockholders’ Agent on all matters relating to Section 9, however, that notwithstanding the foregoing, the Stockholder Agent and shall have no power be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Merger Stockholder in respect by the Stockholders’ Agent, and on any other action taken or purported to be taken on behalf of any indemnification claims Merger Stockholder by the Parent Indemnified Parties that will or may be paid Stockholders’ Agent, as fully binding upon such Merger Stockholder. If the Stockholders’ Agent shall die, become disabled or otherwise satisfied other than by be unable to fulfill his responsibilities as agent of the delivery Merger Stockholders, then the Merger Stockholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of Escrow Shares to the applicable Parent Indemnified Partiesidentity of such successor. Any such successor shall become the “Stockholders’ Agent” for purposes of Section 9 and this Section 10.1. No bond shall be required of for the Stockholders Stockholders’ Agent. If for any reason there is no Stockholders’ Agent at any time, and all references herein to the Stockholder Stockholders’ Agent shall receive no compensation for services rendered. Notices or communications be deemed to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares refer to the applicable Parent Indemnified Parties. (b) Indemnitors. The Stockholders Stockholders’ Agent shall not be liable responsible for any act done or omitted hereunder thereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Merger Stockholders shall jointly and severally and not jointly indemnify the Stockholders Stockholders’ Agent and hold it the Stockholders’ Agent harmless against any loss, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the Stockholders’ Agent’s duties hereunder, including the reasonable fees and expenses of any out-of-pocket legal counsel or other professional retained by the Stockholders’ Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders hereby agree to pay (i) the reasonable fees of the Stockholders’ Agent relating to his services performed in such capacity, and (ii) all reasonable costs and expenses and expenses, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”)Stockholders’ Agent, in connection with the acceptance and administration of the Stockholders’ Agent’s duties hereunder. If not paid directly Subject to the Stockholders prior right of Parent to make claims for Damages, the Stockholders’ Agent by shall have the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent right to recover from the Escrow Shares (if any) that otherwise would be distributed Fund prior to any distribution to the Company Stockholders following the Initial Escrow Release Date after giving effect toMerger Stockholders, any reasonable fees, costs and satisfaction ofexpenses, all claims for indemnification made including those of any legal counsel or other professional retained by the Parent Indemnified Parties pursuant to ARTICLE 9Stockholders’ Agent, in connection with the performance, acceptance and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction administration of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders ’ Agent’s duties hereunder.

Stockholders’ Agent. (a) At least 5 Business Days prior to By virtue of the Closing Date approval of this Agreement by the Company’s stockholders, and without further action of any Company shall appointed an agent reasonably acceptable to Parent stockholder, and by virtue of the execution of the applicable instrument provided for in Section 2.11(a) of this Agreement by the former holders of Company Warrants, each Former Stockholder and each former holder of a Company Warrant (the “Stockholders AgentAppointing Former Holders”) shall be deemed to act have irrevocably constituted and appointed, or shall irrevocably constitute and appoint, as the case may be, the Stockholders’ Agent (and by execution of this Agreement, the Stockholders’ Agent hereby accepts such appointment) as agent and attorney-in-fact for and on behalf of the Company Stockholders Appointing Former Holders, with full power of substitution, to act in the exclusive authority name, place and stead of each Appointing Former Holder with respect to this Section 9 and the taking by the Stockholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Agent under this Agreement, including the exercise of the power to: (i) give and receive notices and communications pursuant to the terms of under this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to 9; (ii) object to such deliveries, to claims for indemnification and other Parent Claims made by Parent under this Section 9; (iii) agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to claims for indemnification claims and other Parent Claims made by Parent under this Section 9; (iv) receive a deposit in the amount of $100,000, to be provided by the Parent Indemnified Parties that will or Company immediately prior to the Effective Time, to hold such funds (the “Stockholders Agent’s Fund”) in a separate account solely within the Stockholders’ Agent’s control and which need not be interest bearing, to deduct from the Stockholders’ Agent’s Fund the amount of $10,000 per year as a fee for serving as Stockholders’ Agent, to use the amounts in the Stockholders’Agent’s Fund in furtherance of its duties as Stockholders’ Agent as it may be paid or otherwise satisfied solely by the delivery of Escrow Shares, determine in its good faith discretion and to retain as an additional fee any amounts remaining in the Stockholders’Agent’s Fund following the conclusion of its services as Stockholders’ Agent hereunder; and (v) take all actions necessary or appropriate in the good faith judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided. The power of attorney granted in this Section 9.3 by each Appointing Former Holder to the Stockholders’ Agent is coupled with an interest and is irrevocable, however, that notwithstanding may be delegated by the foregoing, Stockholders’ Agent and shall survive the Stockholder Agent shall have no power death or authority to take incapacity of any Appointing Former Holder. The identity of the foregoing actions for Stockholders’ Agent and the terms of the agency may be changed, and a successor Stockholders’ Agent may be appointed, from time to time (including in the event of the death, disability or on behalf other incapacity of any Company Stockholder in respect of any indemnification claims the Stockholders’ Agent) by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by Appointing Former Holders whose aggregate portion of the delivery of Escrow Shares to Remaining Up-Front Payment exceeds 50%, and any such successor shall succeed the applicable Parent Indemnified PartiesStockholders’ Agent as Stockholders’ Agent hereunder. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done Liability, Loss, damage, penalty, fine, cost or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with expense incurred without gross negligence by the Stockholders’ Agent while acting in good faith and in the exercise of its reasonable judgment and arising out of or willful misconduct, and in connection with the acceptance or administration of his duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). It shall be a condition of each Appointing Former Holder’s right to receive any portion of the Merger Consideration or any other payment or benefit hereunder that he did not act such person execute a document in which such person shall, in accordance with their Pro Rata Portion, indemnify and defend the Stockholders’ Agent and hold the Stockholders’ Agent harmless against any Loss, damage, cost, Liability or expense incurred without fraud, gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify misconduct by the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance acceptance, performance or administration of the Stockholders’ Agent’s duties hereunderunder this Agreement. Any Liabilities, including any Losses, penalties, fines, claims, damages, out-of-pocket costs and or expenses and legal fees and other legal costs incurred by or reasonably expected to be incurred by the Stockholders Stockholders’ Agent in connection with the acceptance, performance and administration of its duties as the Stockholders’ Agent pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement but excluding any of the foregoing arising out of the Stockholders’ Agent’s fraud, gross negligence or willful misconduct) (“Outstanding Stockholders Agent ExpensesStockholders’ Agent’s Costs”). If not , shall be paid as follows: (i) first by recourse to the Stockholders’ Agent’s Fund, (ii) then by recourse to any Contingent Payments as set forth in Section 9.1(b)(ii), and (iii) if such amounts are insufficient to pay such Stockholders’ Agent’s Costs, directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares Appointing Former Holders (if any) that otherwise would be distributed in proportion to the Company Stockholders following the Initial Escrow Release Date after giving effect to, payments received by such persons under Sections 2.6(a) and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if anyb) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharesthis Agreement). (c) A decisionFrom and after the Effective Time, act, consent or instruction Parent shall cause the Surviving Corporation to provide the Stockholders’ Agent with reasonable updates about the Surviving Corporation and the reasonable assistance of the Stockholders officers and employees of Parent and the Surviving Corporation for purposes of performing his duties and exercising his rights under this Agreement; provided that the Stockholders’ Agent shall constitute a decision treat confidentially any nonpublic information it receives from Parent regarding the Surviving Corporation (except in connection with the performance by the Stockholders’ Agent of all its duties or the Company Stockholders exercise of its rights under this Agreement). Parent (and the Surviving Corporation) shall be final, binding and conclusive upon each have no Liability to any of the Former Securityholders or former holders of Unvested Company Options or otherwise arising out of the acts or omissions of the Stockholders, ’ Agent or any disputes among the Former Securityholders or former holders of Unvested Company Options or between the Former Securityholders or former holders of Unvested Company Options and the Escrow Agent and Stockholders’ Agent. Parent may rely upon entirely on its dealings with, and notices to and from, the Stockholders’ Agent to satisfy any decision, act, consent obligations it might have under this Agreement or instruction otherwise to the Former Securityholders or former holders of the Stockholders Agent as being the decision, act, consent or instruction of each of the Unvested Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentOptions.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company shall Jack Xxxxxx xxxll be constituted and appointed an as agent reasonably acceptable to Parent (the “Stockholders "Stockholders' Agent”") to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the Escrow Shares or other property from the Escrow Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Acquxxxx, to xx object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares from time to the applicable Parent Indemnified Partiestime upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders Stockholders' Agent, and the Stockholder Stockholders' Agent shall receive no compensation for services renderedservices. Notices or communications to or from the Stockholders Stockholders' Agent shall constitute notice to or from each of the Company Stockholders. In the event that any claim, agreement, negotiation, settlement, compromise or demand for arbitration shall relate solely to the Stockholders solely of a specific class or series of Escrow Shares, then the Stockholders' Agent shall act with respect to indemnification claims by such claim, agreement, negotiation, settlement, compromise or demand for arbitration in accordance with the Parent Indemnified Parties to be satisfied solely by instructions of the delivery Stockholders of a majority of shares of such class or series of Escrow Shares to the applicable Parent Indemnified PartiesShares. (b) The Stockholders Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly pro rata, in accordance with their Pro Rata Portion, indemnify the Stockholders Stockholders' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders' Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement or the duties hereunderEscrow Agreement, including any provided, that the Stockholders' Agent shall be reimbursed for counsel fees and other out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by such Stockholder Agent in connection with the Stockholders administration of his duties under this Agreement or the Escrow Agreement or the Escrow Agreement from the proceeds of the sale of Escrow Shares by the Stockholder Agent. For such purpose, the Stockholder Agent (“Outstanding Stockholders shall be authorized to direct the Escrow Agent Expenses”). If not paid directly to deliver or cause to be delivered to the Stockholders Stockholder Agent such number of Escrow Shares the sale of which by the Company Stockholders, Stockholder Agent in ordinary open-market brokers transactions is sufficient to cover such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction out-of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares-pocket costs. (c) A decision, act, consent or instruction of the Stockholders The Stockholders' Agent shall constitute a decision of all the have reasonable access to information about Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, Acquiror and the Escrow reasonable assistance of Company's and Acquiror's officers and employees for purposes of performing its duties and exercising its rights under this Article 9, provided that the Stockholders' Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Stockholders Agent as being the decision, act, consent about Company or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability Acquiror to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the By virtue of his, her or its execution of this Agreement, each Stockholder irrevocably appoints Saugatuck Capital Company shall appointed an Limited Partnership IV SBIC, a Delaware limited partnership, as his, her or its agent reasonably acceptable to Parent (the “Stockholders Stockholders’ Agent”) to act as agent for all purposes of this Agreement, the Indemnification Escrow Agreement and on behalf of the Company Stockholders with Working Capital Escrow Agreement, including, without limitation, the exclusive authority power to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveriescommunications, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution and comply with orders of courts and awards of arbitrators with respect to to, indemnification claims by under this Agreement, the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by Indemnification Escrow Agreement and the delivery of Working Capital Escrow Shares, Agreement and to take all actions necessary or appropriate in the judgment discretion of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; providedforegoing and in the discretion of Stockholders’ Agent, howeverto enter into any amendments to, that notwithstanding the foregoingor side agreements with respect to, this Agreement, the Stockholder Indemnification Escrow Agreement and the Working Capital Escrow Agreement. Saugatuck Capital Company Limited Partnership IV SBIC hereby accepts appointment as Stockholders’ Agent. At and after Closing, Buyer shall be entitled to deal exclusively with Stockholders’ Agent on all matters relating to this Agreement, the Indemnification Escrow Agreement and the Working Capital Escrow Agreement involving Stockholders, and shall have no power be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Stockholders’ Agent, and on any other action taken or purported to be taken on behalf of any Stockholder by Stockholders’ Agent. If Stockholders’ Agent, or any successor agent appointed by Stockholders’ Agent, shall resign or otherwise be unable to fulfill its responsibilities as agent of Stockholders, then Stockholders’ Agent shall, within thirty (30) days after such resignation or disability, appoint a successor agent and, promptly thereafter shall notify Buyer of the Stockholder identity of such successor. Any such successor shall be deemed to be “Stockholders’ Agent” for purposes of this Agreement. If for any reason there is no Stockholders’ Agent at any time, all references herein to Stockholders’ Agent shall receive no compensation for services renderedbe deemed to refer to Stockholders as a group. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Stockholders’ Agent shall not be liable responsible to the Stockholders for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductreasonable judgment. The other Company Stockholders shall jointly and severally and not jointly indemnify the Stockholders Stockholders’ Agent and hold it Stockholders’ Agent harmless against any loss, liability or expense loss incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the Stockholders’ Agent’s duties hereunder, including the reasonable fees and expenses of any out-of-pocket legal counsel or other professional retained by Stockholders’ Agent. By virtue of their approval of this Agreement, Stockholders hereby agree to pay (pro rata in accordance with their share ownership) all costs and expenses, including those of any legal counsel or other professional retained by Stockholders’ Agent in connection with the acceptance and administration of Stockholders’ Agent’s duties hereunder. The Stockholders Hereby acknowledge and agree that prior to the final distribution of any funds remaining in the Indemnification Escrow Account or the Working Capital Escrow Account, Stockholders’ Agent shall be permitted to be reimbursed out of such remaining funds to be distributed to Stockholders for any and all costs and expenses and legal fees and other legal costs reasonably incurred of Stockholders’ Agent not yet reimbursed by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Sharesthis Section 9.10. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.

Stockholders’ Agent. (a) At least 5 Business Days prior to The Company Stockholders, by approving this Agreement and the Closing Date transactions contemplated hereby, irrevocably appoint and constitute Hummer Winblad Ventures Partners V, LP, as the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent Stockholders’ Agent for and on behalf of the Company Stockholders with to execute and deliver this Agreement and the exclusive authority Escrow Agreement and for all other purposes hereunder and thereunder, to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to Purchaser of the Parent Indemnified Parties applicable portion of the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, Purchaser (or to object to such deliveries), to assume the defense of any Third Party Claim pursuant to Section 7.5 on behalf of any Common Stockholder, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification such claims by Purchaser and such Third-Party Claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, in accordance with Section 8.11 of this Agreement, and the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow SharesAgreement, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of any or all of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Stockholder Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf Escrow Fund from time to time upon not less than 10 days’ prior written notice to all of any the Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares Stockholders and to the applicable Parent Indemnified PartiesPurchaser. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services renderedits services. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties (including any notices required to be satisfied solely by the delivery of Escrow Shares given to the applicable Parent Indemnified Partiesany Company Stockholder under Section 7.5). (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and not jointly pro rata, in accordance with their respective Proportionate Escrow Shares, indemnify the Stockholders Stockholders’ Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by (the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly Following the termination of the Escrow Period and after the full satisfaction of any claims made by Purchaser, the Stockholders’ Agent shall have the right to the Stockholders recover Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent Expenses from the Escrow Shares (if any) Fund from any amount that would otherwise would be distributed to the Company Stockholders following and, prior to any such distribution, shall deliver to the Initial Escrow Release Date after giving effect toAgent a certificate setting forth the Agent Expenses actually incurred. Notwithstanding the foregoing, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant Stockholders’ Agent shall have the right to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders recover Agent Expenses from such the Escrow Shares will Fund from any amount that would otherwise be made from distributed to the Company Stockholders according and, prior to their respective Pro Rata Sharesany such distribution, following delivery to the Escrow Agent of (i) a certificate setting forth the Agent Expenses actually incurred and (ii) a signed consent from the Purchaser authorizing such Agent Expenses. (c) A decision, act, consent or instruction The Stockholders’ Agent shall have reasonable access to information about the Company and Purchaser and the reasonable assistance of the Stockholders Company’s and Purchaser’s officers and employees for purposes of performing its duties and exercising its rights under this Article VII, provided that the Stockholders’ Agent shall constitute a decision of all treat confidentially and not disclose any nonpublic information from or about the Company Stockholders or Purchaser to anyone (except on a need to know basis to its attorneys, accountants and shall be final, binding financial advisors and conclusive upon each such other necessary individuals who agree in writing to treat such information confidentially) consistent with the confidentiality provisions of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders AgentSection 5.1.

Stockholders’ Agent. (a) At least 5 Business Days prior to Each holder of Target Capital Stock and Target Restricted Stock (by his, her or its execution of the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) Written Consent or Letter of Transmittal), authorizes Stockholders’ Agent to act as agent and attorney-in-fact for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, Security Holders and to take all actions necessary or appropriate in the judgment of Stockholders’ Agent with respect to an matter related to this Agreement or the Stockholders Escrow Agreement, including all actions required or permitted to be taken by Stockholders’ Agent under this Agreement. Such agency may be changed by the holders of a majority in interest of the Escrow Pro Rata Shares upon not less than 10 days’ prior written notice to Acquiror. Stockholders’ Agent may resign as such upon 10 days’ prior written notice to Acquiror and Target or the Surviving Corporation (as applicable). In the event of such resignation, a replacement Stockholders’ Agent shall promptly be selected by the holders of a majority in interest of the Escrow Pro Rata Shares, and Stockholders’ Agent’s resignation shall not become effective until the earlier of (x) the time at which such replacement stockholders’ agent has been selected and (y) 45 days after the date on which Stockholders’ Agent provided written notice of such resignation to Acquiror and Target or the Surviving Corporation (as applicable). In such an event, Stockholders’ Agent shall (i) reasonably cooperate in order to ensure a timely transition of responsibilities and records to the newly-selected stockholders’ agent, (ii) no longer be entitled to administer this Agreement, the Escrow Agreement or the Designated Escrow Agreement from and after the effective time of its replacement (and shall take whatever actions are reasonably necessary to remove itself as a party thereto in substitution for the newly-selected stockholders’ agent) and (iii) only be entitled to expense reimbursement under Section 2.10(c) and the Designated Escrow Agreement for costs and expenses incurred through the effective time of its resignation. The newly-selected stockholders’ agent shall become the Stockholders’ Agent for all purposes of this agreement, the accomplishment Escrow Agreement and the Designated Escrow Agreement, and shall perform the duties and obligations of the foregoing; providedStockholders’ Agent hereunder and thereunder, however, that notwithstanding from and after such effective time in accordance with the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. terms hereof and thereof. (b) No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder . Stockholders’ Agent shall receive no compensation $50,000 for services renderedits services, which shall be payable by Target within three (3) Business Days after the date hereof to an account specified by Stockholders’ Agent to Target. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSecurity Holders. (bc) The Stockholders Stockholders’ Agent agrees to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenant covenants or obligations shall be read into this Agreement against Stockholders’ Agent. The Stockholders’ Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders AgentStockholders’ Agent while acting without gross negligence, except to the extent it has acted with gross negligence bad faith or willful misconduct, fraud and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act of the absence of gross negligence, bad faith or fraud. In no event shall Stockholders’ Agent have (i) any duty or obligation to initiate, defend or compromise any claim or (ii) be required to incur any expenses in connection with gross negligence or willful misconductthe performance of its duties hereunder if the amount of such expenses are (together with the amount of all expenses previously incurred by Stockholders’ Agent), in the good faith judgment of Stockholders’ Agent, reasonably likely to exceed the Stockholders’ Agent Expense Escrow. The other Company Stockholders Each holder of Target Capital Stock shall severally and not jointly indemnify the Stockholders Agent and hold it Stockholders’ Agent harmless against any loss, liability or expense (including reasonable attorneys fees) incurred without gross negligence or bad faith on the part of the Stockholders by Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly except in each case to the Stockholders Agent by extent arising out of the Company gross negligence, bad faith or fraud of Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares’ Agent. (cd) The parties shall provide Stockholders’ Agent with reasonable access to information about Target and Target Related Businesses and the reasonable assistance of Target’s and Target Related Businesses’ officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that Stockholders’ Agent shall treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a need-to-know basis to individuals who agree to treat such information confidentially). (e) Acquiror acknowledges that Stockholders’ Agent may have a conflict of interest with respect to its duties as Stockholders’ Agent, and in such regard Stockholders’ Agent has informed Acquiror that it will act in the best interests of the Security Holders. (f) In all matters related to this Section 11, Stockholders’ Agent shall be the only party entitled to assert the rights of the Security Holders. A decision, act, consent or instruction of the Stockholders Stockholders’ Agent shall constitute a decision of all the Company Stockholders Security Holders and shall be final, binding and conclusive upon each of the Company Stockholderssuch Security Holder, and the Escrow Agent and Parent Acquiror may rely upon any decision, act, consent or instruction of the Stockholders Stockholders’ Agent as being the decision, act, consent or instruction of each of the Company Stockholdersand every such Security Holder. The Escrow Agent and Parent are Acquiror 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 Stockholders Stockholders’ Agent. (g) The Stockholders’ Agent Expense Escrow shall be available to the Stockholders’ Agent solely to reimburse Stockholders’ Agent for any costs and expenses reasonably and actually incurred by Stockholders’ Agent in connection with the administration of its duties and the fulfillment of its obligations hereunder as further described in Section 2.9(c) and in the Designated Escrow Agreement. (h) Each holder of Target Capital Stock shall promptly provide written notice to Stockholders’ Agent of any change of address of such holder. The Stockholders’ Agent shall maintain reasonable records of disbursements from the Indemnification Escrow, the Purchase Price Adjustment Escrow and the Stockholders’ Agent Expense Escrow and otherwise, which shall be available to Security Holders for inspection upon reasonable request.

Stockholders’ Agent. (a) At least 5 Business Days prior to the Closing Date the Company Sheridan shall be, and hereby is, constituted and appointed an as agent reasonably acceptable to Parent and attorney-in-fact (the “Stockholders Stockholders’ Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery payment to the Parent Indemnified Parties of from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by such claims, to receive distributions from the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by Escrow Fund on behalf of the delivery of Escrow SharesStockholders, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or all on behalf of any Company Stockholder in respect and with binding effect on, each of any indemnification claims the Stockholders. Such agency may be changed by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other holders of a majority in interest of the Escrow Fund from time to time upon not less than by the delivery of Escrow Shares ten (10) days’ prior written notice to the applicable Parent Indemnified PartiesParent. No bond shall be required of the Stockholders Stockholders’ Agent, and the Stockholder Stockholders’ Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Stockholders’ Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesStockholders. (b) The Stockholders Stockholders’ Agent shall not be liable for any act done or omitted hereunder as Stockholders’ Agent while acting in his capacity as Stockholders Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Company Stockholders shall severally and severally, but not jointly jointly, indemnify the Stockholders Stockholders’ Agent and hold it him harmless against any loss, liability or reasonable expense incurred without gross negligence or bad faith on the part of the Stockholders Stockholders’ Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred hereunder with such apportionment calculated in accordance with the portion of the Merger Consideration received by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, each such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata SharesStockholder. (c) A decision, act, consent or instruction The Stockholders’ Agent shall have reasonable access to information about the Company and the reasonable assistance of the Stockholders Company’s officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Stockholders’ Agent shall constitute a decision of all treat confidentially and not disclose any nonpublic information from or about the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Stockholders Agentinformation confidentially).

Stockholders’ Agent. (a) At least 5 Business Days By virtue of their approval of the Merger and the Reorganization Agreement and their execution of this Agreement, the Merger Stockholders shall have approved the indemnification and escrow terms set forth in the Reorganization Agreement and this Agreement and shall have agreed to irrevocably appoint such Person or Entity as a majority in interest of the Merger Stockholders shall appoint prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders as Stockholders' Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority , to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties of Parent Common Stock, cash or other property from the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand dispute resolution pursuant to Section 3 of this Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Stockholders' Agent shall not be liable for responsible for, and the Merger Stockholders by virtue of their approval of the Merger and the Reorganization Agreement and their execution of this Agreement shall be deemed to release the Stockholders' Agent from, any loss suffered by, or liability of any kind to, the Merger Stockholders arising out of any act done or omitted hereunder in his capacity as Stockholders Agent, except to by the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Stockholders' Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the Stockholders' Agent's duties hereunder, unless such act or omission involves willful fraud or other willful misconduct by the Stockholders' Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders hereby agree to pay (i) the reasonable fees of the Stockholders' Agent relating to his services performed in such capacity as set forth on EXHIBIT D hereto and (ii) all reasonable costs and expenses, including those of any out-of-pocket legal counsel or other professional retained by the Stockholders' Agent, in connection with the acceptance and administration of the Stockholders' Agent's duties hereunder, in each case to the extent set forth in Section 10.1 of the Reorganization Agreement. To the extent set forth in Section 10.1 of the Reorganization Agreement, subject to the prior right of Parent to make claims for Damages, the Stockholders' Agent shall have the right to recover from the Escrow Fund, prior to any distribution to the Merger Stockholders pursuant to Section 4 hereof, a number of Escrow Shares set forth in a certificate of the Stockholders' Agent (and executed by Parent to acknowledge its agreement to the distribution) delivered to the Escrow Agent at least two (2) business days prior to the date on which a distribution is to be made to the Merger Stockholders equal to the quotient obtained by dividing (i) any reasonable fees, costs and expenses and set forth in such certificate, including those of any legal fees and counsel or other legal costs reasonably incurred professional retained by the Stockholders Stockholders' Agent, in connection with the acceptance and administration of the Stockholders' Agent's duties hereunder, by (ii) the Stipulated Value. In addition, the Stockholders' Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly shall have the right to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent recover from the Escrow Shares (if any) that otherwise would be distributed Fund, prior to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties any distribution to any individual Merger Stockholder pursuant to ARTICLE 9Section 4 hereof, and such recovery (if any) a number of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction set forth in a certificate of the Stockholders Stockholders' Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and delivered to the Escrow Agent at least two (2) business days prior to the date on which a distribution is to be made to such Merger Stockholder equal to the quotient obtained by dividing (i) the amount of any Additional Capital Contribution such Merger Stockholder has failed to make to the Stockholders' Agent under and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with the Limited Liability Company Operating Agreement for CO Space Stockholders' Agent LLC (the "LLC Agreement") as set forth in such decisioncertificate, actby (ii) the Stipulated Value; PROVIDED, consent or instruction HOWEVER, that in no event shall the Stockholders' Agent recover more Escrow Shares than the number of the Stockholders AgentEscrow Shares which such Merger Stockholder would otherwise be entitled to receive in such distribution.