Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. (a) The Stockholders Representative shall be the agent and attorney-in-fact for each of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the agent indemnification provisions set forth in the Merger Agreement and attorney-in-fact for each of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the appointment of Xxxx Xxxxx as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other agreements contemplated hereby in accordance with property from the terms of this Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10.12. In the event 10 of the resignation, death or incapacity Merger Agreement and comply with orders of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory courts and awards of Arbitrator(s) with respect to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act forclaims of Indemnitees hereunder, and on behalf of, any to take all actions necessary or all appropriate in the reasonable judgment of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary ’ Representative for the consummation and administration accomplishment of the transactions contemplated in this Agreement, foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to automatically, without any further action or notice, become the Stockholders, RSU Holders and the Optionholders ’ Representative for all purposes under of this Agreement. (c) 11.3 The appointment of the Company Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant have agreed to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to contest a claim indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent or Merger Sub. (e) The Stockholders Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative may act submitted pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts Section 11.3 from the Indemnity Escrow Account Fund by delivering to the Stockholders, ’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the Optionholders and the RSU Holders or the payment aggregate amount of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12such claims.

Stockholders’ Representative. (a) The Stockholders Xxxxxxx X. Xxxxxxx is hereby appointed as the Stockholders’ Representative (the “Stockholders’ Representative”) with the following authority: (i) to give and receive notices and communications, (ii) to take any and all actions relating to claims to indemnify, hold harmless or reimburse any Indemnitee hereunder, (iii) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, (iv) to take all other actions contemplated for the Stockholders’ Representative in this Agreement, (v) to execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement, (vi) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement, (vii) to amend, modify or waive any agreements to which the Stockholders’ Representative is a party, (viii) to engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholders’ Representative in complying with the Stockholders’ Representative’s duties and obligations, (ix) to receive and distribute the proceeds of the Collected Landlord Receivables, the Holdback Funds and any Unused Retention Amount, (x) to use the Holdback Funds to pay its out-of-pocket expenses in connection with the transactions contemplated by this Agreement and as a source of funds with respect to the Company’s and the Stockholders’ indemnification obligations under this Agreement, (xi) to enter into the Paying Agent Agreement, and (xii) to take all actions necessary or appropriate in the judgment of Stockholders’ Representative for the accomplishment of the foregoing. Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of any claims to indemnify, hold harmless or reimburse any Indemnitee hereunder, shall be final, binding and conclusive. Parent and the agent and attorney-in-fact for each Surviving Corporation shall be entitled to rely upon all actions of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby ’ Representative in accordance with the terms of his capacity as Stockholders’ Representative whether or not express authority is granted pursuant to this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative9.5. (b) The Stockholders Stockholders’ Representative is hereby authorized shall distribute all cash proceeds received with respect to the Collected Landlord Receivables and empowered any Unused Retention Amount within five (5) Business Days after receipt of any cash with respect thereto; provided, however, that the Stockholders’ Representative shall have the right to act forutilize a portion of such amounts to replenish any amounts previously expended from the Holdback Funds and to delay such distribution for such period as the Stockholders’ Representative, in its sole discretion, deems prudent in light of Indemnity Matters that have been asserted and remain unresolved on the scheduled distribution date. The Stockholders’ Representative shall determine in good faith when to distribute the remainder of the Holdback Funds, including any Collected Landlord Receivables or Unused Retention Amount used to replenish the Holdback Funds, to the Company’s stockholders, which amount shall be distributed no later than April 15, 2010, other than any amounts necessary to cover any Indemnification Claims which have been asserted and have not been paid as of such date. Any distribution of funds (other than with respect to the reimbursement of Stockholders’ Representative’s expenses from the Holdback Funds) shall be made pro rata to the Company’s stockholders based upon their ownership of Company Common Stock outstanding as of the Effective Time; provided that any funds to be made to a stockholder of the Company who has not properly executed and delivered a Letter of Transmittal to the Paying Agent or the Surviving Corporation shall be paid to the Surviving Corporation to be held on behalf of, any or all of such stockholder of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution Company in the premises) in connection with such matters same manner as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed any funds released by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given Paying Agent to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice Surviving Corporation pursuant to the Stockholders, RSU Holders and the Optionholders for all purposes under this AgreementSection 2.4(f) above. (c) The appointment If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities, then the remaining Person(s) serving as the Stockholders’ Representative shall, within 30 days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall, collectively with such remaining Person(s), become the “Stockholders’ Representative” for all purposes hereunder. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to such Person approved by the trustees of the Stockholders Representative RG Stock Trust and the Voting Trust who is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant reasonably satisfactory to the authority granted Parent as such trusts are more specifically described in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions 9.5 of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderCompany Disclosure Schedule. (d) The Stockholders Stockholders’ Representative shall not be liable to the Stockholders or Option holders of the Company for any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by the Stockholders hereunder as Stockholders’ Representative while acting in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subgood faith. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Stockholders’ Representative shall be entitled to rely upon any Orderorder, certificationjudgment, certificate, demand, notice, instrument or other writing delivered to him, her or it hereunder without being required to determine investigate the authenticity validity or accuracy thereof nor shall the correctness Stockholders’ Representative be responsible for the validity or sufficiency of any fact stated therein or this Agreement. In all questions arising under this Agreement, the propriety or validity of the service thereof. The Stockholders Stockholders’ Representative may act rely on the advice of counsel, and for anything done, omitted or suffered in reliance upon any instrument or signature believed good faith by it to the Stockholders’ Representative based on such advice, the Stockholders’ Representative shall not be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered liable to the Stockholders Representativeor Option holders of the Company. (f) Upon any disbursement No bond shall be required of amounts from the Indemnity Escrow Account to the Stockholders’ Representative, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders ’ Representative shall receive reimbursement from, and be indemnified from, no compensation for its services. (g) All expenses of the Earn-Out Consideration Stockholders’ Representative shall constitute Company Transaction Expenses to the extent paid by the Company or the amounts disbursed from Surviving Corporation after the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12July End Date.

Stockholders’ Representative. (a) The Stockholders Representative In order to efficiently administer certain matters contemplated hereby following the Closing, including the defense or settlement of any claims for which Parent Indemnitees may be entitled to indemnification pursuant to Section 9, by the adoption of this Agreement, the Company Indemnitors shall be deemed to have designated Xxxxxxxxxxx Xxxxx as the agent and attorney-in-fact for each representative of the Stockholders, Company Indemnitors for the RSU Holders and the Optionholders under purposes of this Agreement and the other agreements contemplated hereby in accordance with Escrow Agreement (the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders “Stockholders’ Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative”). (b) The Stockholders In the event the Stockholders’ Representative is hereby dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, the Company Indemnitors who hold a majority in interest of the Escrow Fund at such time shall be authorized to and empowered shall select another representative to act forfill such vacancy and such substituted representative shall be deemed to be a Stockholders’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) All decisions and actions by the Stockholders’ Representative pursuant to this Agreement or the Escrow Agreement, including any agreement between the Stockholders’ Representative and on behalf ofParent relating to the defense or settlement of any claims for which Parent or the Surviving Company may be entitled to indemnification pursuant to Section 9, any or shall be binding upon all of the Company Indemnitors, and no Company Indemnitors shall have the right to object, dissent, protest or otherwise contest any such decision or action. (d) As between the Company Indemnitors and the Stockholders’ Representative, the RSU Holders Stockholders’ Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as Stockholders’ Representative while acting in good faith, and any act done or omitted to be done pursuant to the Optionholders (with full power advice of substitution in counsel shall be conclusive evidence of such good faith. The Stockholders’ Representative shall be entitled to be indemnified and held harmless by the premises) Company Indemnitors against any loss, liability or expense incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with such matters as are reasonably necessary for the consummation and acceptance or administration of his/her duties hereunder or under the transactions contemplated Escrow Agreement. The Stockholders’ Representative shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Stockholders’ Representative in connection with actions taken by the Stockholders’ Representative pursuant to the terms of this Agreement or the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) directly from the Company Stockholders in accordance with their Pro Rata Share. (e) By their adoption of this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Company Indemnitors shall be entitled deemed to rely on such appointment have agreed, in addition to the foregoing, that: (i) the Stockholders’ Representative is hereby appointed and to treat constituted the Stockholders Representative as the duly appointed true and lawful attorney-in-fact of each StockholderCompany Indemnitor, RSU Holder with full power in his, her or its name and Optionholder. Notices given on his, her or its behalf to act according to the Stockholders terms of this Agreement and the Escrow Agreement. The Stockholders’ Representative hereby accepts such appointment. (ii) Parent shall be entitled to rely conclusively on the instructions and decisions given or made by the Stockholders’ Representative as to any of the matters described in accordance this Section 10.1(e), and no party shall have any cause of action against Parent for any action taken by Parent in reliance upon any such instructions or decisions; (iii) all actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon all of the Company Indemnitors, and no Company Indemnitor shall have any cause of action against the Stockholders’ Representative for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement or the Escrow Agreement, except for fraud or willful breach of this Agreement on the part of the Stockholders’ Representative; (iv) the Stockholders’ Representative may use the Expense Reserve to satisfy costs, expenses and liabilities of the Stockholders’ Representative (in his capacity as the Stockholders’ Representative) in connection with matters related to this Agreement and the Company Ancillary Agreements; (v) the provisions of this Section 10.1(e) are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Company Indemnitor may have in connection with the transactions contemplated by this Agreement; and (vi) the provisions of this Section 10.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Company Indemnitor, and any references in this Agreement shall constitute notice to the Company Indemnitors shall mean and include the successors to the Company Indemnitor’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) From and after the Closing, Parent shall cause the Surviving Company to provide the Stockholders’ Representative, RSU Holders at his expense, with reasonable access to information about the Surviving Company and the Optionholders reasonable assistance of the officers and employees of the Surviving Company for all purposes of performing his duties and exercising his rights under this Agreement. (cg) The appointment Stockholders’ Representative shall not have by reason of the Stockholders Representative is an agency coupled with an interest and is irrevocable and this Agreement a fiduciary relationship in respect of any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Company Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable Company Stockholder for any action taken or omitted by it hereunder or under any other document contemplated hereby, or in connection therewith, except that the Stockholders’ Representative shall not be relieved of any liability imposed by Legal Requirements for gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable to any Company Stockholder for any apportionment or distribution of payments made by it in good faith faith, and if any such apportionment or distribution is subsequently determined to have been made in accordance with such adviceerror, the sole recourse of any Company Stockholder to which payment was due, but not made, shall be to recover from the other Company Stockholders any payment in excess of the amount to which they are determined to have been entitled. The Stockholders Each Company Stockholder acknowledges and agrees that the Stockholders’ Representative shall not be obligated to take any actions and shall be entitled to rely upon take such actions as the Stockholders’ Representative deems appropriate in its sole discretion. Each Company Stockholder further agrees to indemnify and hold the Stockholders’ Representative harmless from and against any Orderloss, certification, demand, notice, instrument liability or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document expense arising in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to act or omission as the Stockholders’ Representative, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, except for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred liability imposed by the Stockholders Representative in the performance Legal Requirements for gross negligence or discharge of its duties pursuant to this Section 10.12willful misconduct.

Stockholders’ Representative. (a) The Stockholders Representative shall be In order to efficiently administer the agent transactions contemplated hereby, including (i) the waiver of any condition to the obligation of ChannelHealth to consummate the transactions contemplated hereby, (ii) any adjustment in the Cash Reserves (as defined in Section 5.1(d) below) pursuant to Article V, (iii) the ability to consent, approve and attorney-in-fact for each agree on behalf of the holders of ChannelHealth Stock at the Effective Time (the "ChannelHealth Stockholders") to the calculation of the Earnout Revenue pursuant to Article III and (iv) the orderly distribution of the ChannelHealth Merger Consideration and, if applicable, the Earnout Shares from Parent to the ChannelHealth Stockholders, the RSU Holders and ChannelHealth Stockholders (other than IDX) hereby designate IDX as their representative (in such capacity, the Optionholders under this Agreement and "Stockholders' Representative") in the other agreements contemplated hereby manner described in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative2.6(d) below. (b) The ChannelHealth Stockholders hereby authorize the Stockholders' Representative is hereby authorized and empowered (i) to act for, and make all decisions on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution ChannelHealth Stockholders relating to any adjustment in the premisesCash Reserves pursuant to Section 4.2, (ii) to make all decisions and grant all consents and approvals on behalf of the ChannelHealth Stockholders relating to the calculation of the Earnout Revenue and any distribution of Earnout Shares pursuant to Article III, (iii) to take all action necessary in connection with such matters as are reasonably necessary for the consummation and administration waiver of any condition to the obligation of ChannelHealth to consummate the transactions contemplated in hereby, (iv) to determine the ChannelHealth Stockholders to whom ChannelHealth Merger Consideration shall be distributed the amount of consideration to be so distributed, and the address of such ChannelHealth Stockholders, (v) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and (vi) to take any and all additional action as is contemplated to be taken by or on behalf of the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed ChannelHealth Stockholders by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact terms of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment All decisions and actions by the Stockholders' Representative shall be binding upon all of the ChannelHealth Stockholders and no ChannelHealth Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (d) By virtue of the adoption of this Agreement and the approval of the ChannelHealth Merger by the ChannelHealth Stockholders at a meeting of the ChannelHealth Stockholders (or by written consent in lieu of a meeting) pursuant to, and in accordance with, the applicable provisions of the DGCL, each ChannelHealth Stockholder that is not a holder of ChannelHealth Dissenting Shares hereby agrees that: (i) Parent shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative is an agency as to any actions required or permitted to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against Parent or Allscripts to the extent the Parent has relied upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the ChannelHealth Stockholders and no ChannelHealth Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) the provisions of this Section 2.6 are independent and severable, are irrevocable and coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder enforceable notwithstanding any contrary action of rights or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of remedies that any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative ChannelHealth Stockholder may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document have in connection with the transactions contemplated by this Agreement; (iv) the provisions hereof has been duly authorized of this Section 2.6 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each ChannelHealth Stockholder, and any references in this Agreement to do so. The a ChannelHealth Stockholder or the ChannelHealth Stockholders Representative may conclusively presume that shall mean and include the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice successors to the contrary is delivered ChannelHealth Stockholders' rights hereunder, whether pursuant to testamentary disposition, the Stockholders Representative.laws of descent and distribution or otherwise; and (fv) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders All fees and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, expenses incurred by the Stockholders' Representative shall be paid by the ChannelHealth Stockholders Representative (other than holders of ChannelHealth Dissenting Shares) in proportion to their ownership of ChannelHealth Stock immediately prior to the performance or discharge of its duties pursuant to this Section 10.12Effective Time.

Stockholders’ Representative. (a) The Stockholders Representative shall be In order to administer efficiently (i) the agent and attorney-in-fact for each implementation of the Agreement by the Stockholders, (ii) the RSU Holders and waiver of any condition to the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity obligations of the Stockholders to consummate the transactions contemplated hereby and (iii) the settlement of any dispute with respect to the Agreement, the Stockholders hereby designate Xx. Xxxxx Xxxxxxxxx as their representative (the "Stockholders' Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative"). (b) The Stockholders hereby authorize the Stockholders' Representative is hereby authorized and empowered (i) to act for, and take all action necessary in connection with the implementation of the Agreement on behalf of, any or all of the Stockholders, the RSU Holders and waiver of any condition to the Optionholders (with full power obligations of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of Stockholders to consummate the transactions contemplated in this Agreementhereby or the settlement of any dispute, (ii) to give and receive all notices required to be given under the Escrow Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed Stockholders by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact terms of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment In the event that the Stockholders' Representative dies, becomes legally incapacitated or resigns from such position, Xxxxx X. Xxxxxxxxx shall fill such vacancy and shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; however, no change in the Stockholders Stockholders' Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action until Buyer is given notice of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of it by the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderStockholders. (d) The Stockholders All decisions and actions by the Stockholders' Representative shall not be liable binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, the Stockholders agree that: (i) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any Stockholder, RSU Holder, Optionholder actions required or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted permitted to be taken by the Stockholders or the Stockholders' Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativehereunder, and the Stockholders Representative no party hereunder shall not be liable to have any Stockholder, RSU Holder or Optionholder in the event that, in the exercise cause of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable action against Buyer for any action taken by Buyer in reliance upon the instructions or omitted decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by it in good faith in accordance with such advice. The Stockholders the Stockholders' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) remedies available at law for any breach of the provisions of this Section 1.4 are inadequate; therefore, Buyer shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with enforce the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that of this Section 1.4; and (iv) the undersigned representative provisions of any party hereto which is this Section 1.4 are independent and severable, shall constitute an entity other than a natural person has full irrevocable power of attorney, coupled with an interest and authority to instruct surviving death, granted by the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to Stockholders' Representative and shall be binding upon the Stockholders Representativeexecutors, heirs, legal representatives and successors of each Stockholder. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders All fees and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, expenses incurred by the Stockholders Stockholders' Representative in shall be paid by the performance or discharge of its duties pursuant to this Section 10.12Stockholders.

Stockholders’ Representative. (a) The Each Stockholder hereby appoints the Stockholders Representative shall be the as its agent and attorney-in-fact for fact, with full power and authority to represent each of the Stockholders, the RSU Holders Stockholder and the Optionholders such Stockholder’s successors and assigns with respect to all matters arising under this Agreement and each other Transaction Document; provided that, the Stockholders Representative will not be entitled to take any action with respect to any particular Stockholder without the consent of such Stockholder where such action would (i) reduce the Purchase Price, (ii) reduce such Stockholder’s Respective Portion of the Purchase Price or the Holdback Amount, (iii) increase the Holdback Amount, (iv) increase the liability of such Stockholder under this Agreement or the other Transaction Documents or otherwise materially and adversely affect such Stockholder disproportionately to the other Stockholders, (v) amend the provisions of Article VII above or this Section 8.9, or (vi) agree to the extension of any time period set forth in this Agreement; and provided, further, that in any instance where a Stockholder is or may be severally liable under this Agreement or the other Transaction Documents, only such Stockholder (or its successors and assigns) shall have the power and authority to take action with respect such matter. In addition, the Stockholders Representative shall have no authority to execute or deliver the documents, certificates or agreements contemplated hereby required to be executed and/or delivered by each Stockholder pursuant to Section 3.2 hereof. Subject to the foregoing limitations and the Contribution Agreement referred to in accordance with Section 8.14 below, the Stockholders Representative shall have full power and authority, on behalf of each Stockholder and such Stockholder’s successors and assigns, to interpret the terms and provisions of this Section 10.12. In the event of the resignationAgreement and each other Transaction Document, death to dispute or incapacity of fail to dispute any Claim under this Agreement or any other Transaction Document, to negotiate and compromise any dispute that may arise under this Agreement or any other Transaction Document and to sign any releases or other documents with respect to any such dispute; provided that the Stockholders RepresentativeRepresentative shall not, without the consent of all the affected Stockholders (which consent shall not be unreasonably withheld or delayed), enter into any settlement, compromise or discharge of a successor Claim that by its terms (1) includes injunctive or other non-monetary relief that adversely affects a Stockholder in any material respect, (2) does not release the Stockholders Representative reasonably satisfactory completely in connection with such Claim, or (3) would otherwise adversely affect a Stockholder disproportionately to Parent shall thereafter be appointed by an instrument the other affected Stockholders. Notwithstanding the foregoing, any Stockholder may participate, at its own expense, in writing signed by Parent and such successor Stockholders Representativethe defense of any Claim or dispute arising hereunder. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of Notwithstanding the Stockholdersforegoing, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Buyer shall be entitled to rely on such appointment and to treat any actions taken by the Stockholders Representative as the duly appointed attorney-in-fact actions of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest as if expressly ratified and is irrevocable confirmed in writing by each of them, and no Stockholder shall have any cause of action against the Buyer for any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act Buyer in reliance upon any instrument the instructions or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative decisions of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (fc) Upon If, for any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holdersreason, the Stockholders Representative shall receive reimbursement fromnamed in this Agreement is unable to serve as such, and be indemnified fromor while serving as such he or she resigns, the Earn-Out Consideration Stockholders holding at least a majority of the Shares immediately prior to the Closing will select in writing a substitute Stockholders Representative, who must be (i) one of the individuals identified as an officer or director of the amounts disbursed from Company on Schedule 4.2(i), or (ii) an individual who is otherwise reasonably familiar with the Indemnity Escrow AccountTransactions and the operations of the Company. Upon selection of any substitute Stockholders Representative, as applicablethe Stockholders will provide prompt written notice thereof to the Buyer. If, for any and reason, there is no Stockholders Representative at any time, all expensesreferences in this Agreement to the Stockholders Representative will be deemed to refer to the Stockholders holding at least a majority of the Shares immediately prior to the Closing. (d) In performing any of his or her duties under this Agreement or upon the claimed failure to perform his or her duties under this Agreement, charges and liabilitiesthe Stockholders Representative will not be liable to the Stockholders or the Buyer or any of its Affiliates for any Damages that the Stockholders or the Buyer or any such Affiliates may incur as a result of any act, including reasonable attorneys’ feesor failure to act, incurred by the Stockholders Representative in under this Agreement, except to the performance extent that a court of competent jurisdiction finally determines that such Damages were the result of the gross negligence or discharge willful misconduct of its duties pursuant to the Stockholders Representative. The limitation of liability provisions of this Section 10.128.9(d) shall survive the termination of this Agreement and any resignation or other termination of the Stockholders Representative.

Stockholders’ Representative. (a) The Stockholders To administer efficiently the rights and obligations of the former stockholders of the Company under this Agreement, the former stockholders of the Company have designated and appointed Mr. Bart A. M. van Hedel, as the Stockholders’ Representative shall be (the “Stockholders’ Representative”), to serve as their agent and attorney-in-attorney in fact for each of the Stockholders, the RSU Holders and the Optionholders under limited purposes set forth in this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeAgreement. (b) The Stockholders Mr. Bart A. M. van Hedel shall serve as the Stockholders’ Representative until such person resigns or is hereby authorized and empowered otherwise unable or unwilling to act forserve. If the Stockholders’ Representative shall resign or otherwise become unable or unwilling to serve, and on behalf ofthen a successor representative shall be appointed by the departing Stockholders’ Representative or if such person is not available, any or all by majority vote of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration former stockholders of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Company. The substitute Stockholders’ Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute provide prompt written notice to the Stockholders, RSU Holders Parent and the Optionholders former stockholders of the Company of such change and such substituted representative shall then be deemed to be the sole Stockholders’ Representative for all purposes under of this Agreement. Any substitute Stockholders’ Representative shall execute an acceptance of such appointment, which shall be included in the written notice to the Parent and the former stockholders of the Company of the change in Stockholders’ Representative. (c) The appointment duties of the Stockholders Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted shall be only those which are specifically provided in this Section 10.12 Agreement and the agreement appointing the Stockholders’ Representative, and the Stockholders’ Representative shall not be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except personally liable for actions or omissions of the Stockholders Representative constituting willful misconduct decisions taken or gross negligence. The death made in good faith in managing or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority discharging his duties and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement responsibilities in dealing accordance with the Stockholders Representative may conclusively terms hereof and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderthereof. (d) The Stockholders To the extent that the Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder incurs costs or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, expenses in the exercise of his or its reasonable judgmentoffice, any amounts remaining in the Stockholders Stock Escrow subsequent to the Claims Period and that are not subject to any claim that has been made prior to the end of the Claims Period shall be used first to reimburse the Stockholders’ Representative believes there will not be adequate resources available to cover potential for such costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant and then disbursed to the advice former holders of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders RepresentativeCompany Common Stock. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall be In order to efficiently administer the agent Acquisition and attorney-in-fact for each the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the StockholdersCompany Stockholders to consummate the Acquisition and the transactions contemplated hereby and (ii) the defense and/or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to the Escrow Agreement and Article VII below, the RSU Holders and Company Stockholders hereby designate Rolf Xxxxx xx their representative (the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders "Stockholders' Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative"). (b) The Company Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of authorize the Stockholders, the RSU Holders and the Optionholders ' Representative (with full power of substitution in the premisesi) to take all action necessary in connection with such matters as are reasonably necessary for the consummation waiver of any condition to the obligations of the Company Stockholders to consummate the Acquisition and administration of the transactions contemplated in hereby, or the defense and/or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article VII below, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders and/or the other agreements contemplated hereby and thereby and Selling Stockholders by the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions terms of this Agreement shall constitute notice to or the Stockholders, RSU Holders and the Optionholders for all purposes under this Escrow Agreement. (c) The appointment In the event that the Stockholders' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Selling Stockholders holding, prior to the Closing, a majority of the Outstanding Company Shares as set forth in Attachment A to the Escrow Agreement shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representative, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the defense or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article VII below, shall be binding upon all of the Company Stockholders and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By his execution of this Agreement, each Company Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative is an agency as to the settlement of any claims for indemnification by the Buyer and/or the Company pursuant to Article VII below or any other actions required or permitted to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against the Buyer to the extent the Buyer has relied upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, any of the Other Stock Purchase Agreements or the Escrow Agreement, except for fraud or willful breach of this Agreement or any such agreement by the Stockholders' Representative; (iii) the provisions of this Section 1.10 are independent and severable, are irrevocable and coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder enforceable notwithstanding any contrary action of rights or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of remedies that any Company Stockholder may have in connection with the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate Acquisition and the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document transactions contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon or any act of the Stockholders Representative as the act Other Stock Purchase Agreements; (iv) remedies available at law for any breach of the Stockholderprovisions of this Section 1.10 are inadequate; therefore, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, Buyer and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative Company shall be entitled to rely temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Company brings an action to enforce the provisions of this Section 1.10; and (v) the provisions of this Section 1.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any Order, certification, demand, notice, instrument or other writing delivered references in this Agreement to it hereunder without being required to determine the authenticity a Company Stockholder or the correctness of any fact stated therein or Company Stockholders shall mean and include the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice successors to the contrary is delivered Company Stockholder's rights hereunder, whether pursuant to testamentary disposition, the Stockholders Representativelaws of descent and distribution or otherwise. (f) Upon any disbursement The Buyer shall reimburse the Stockholders' Representative for his reasonable out-of-pocket expenses incurred in performing his services in connection with the Acquisition, up to a maximum reimbursement of amounts from $5,000. Any expenses in excess of such amount shall be paid by the Indemnity Escrow Account Selling Stockholders in proportion to their ownership of Outstanding Company Shares as set forth in Attachment A to the StockholdersEscrow Agreement. Notwithstanding the foregoing, the Optionholders and Buyer shall also reimburse the RSU Holders or the payment of Stockholders' Representative for his reasonable out-of-pocket expenses incurred in successfully defending against any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, claims for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties indemnification pursuant to this Section 10.12Agreement, the Other Stock Purchase Agreements and/or the Escrow Agreement.

Stockholders’ Representative. (a) The Stockholders Representative shall be Upon approval of this Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of the Company and the execution and delivery of this Agreement by the Company, Buyer and the Stockholders’ Representative, each Securityholder without any further action thereby, irrevocably hereby consents, designates and appoints the Stockholders’ Representative, including any replacement of the Stockholders’ Representative, as such Securityholder’s agent and attorney-in-fact fact, with full power and authority in the name of and for each and on behalf of such Securityholder, to serve as the Stockholders, the RSU Holders and the Optionholders ’ Representative under this Agreement and to exercise the other agreements power and authority granted to or required by the Stockholders’ Representative hereunder or under the Escrow Agreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in accordance any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the terms transactions contemplated by this Agreement and the Ancillary Agreements. All decisions, acts, consents or instructions of this Section 10.12the Stockholders’ Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Securityholder and shall be final conclusive and binding upon each Securityholder. In the event of the resignationdeath, death physical or mental incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all resignation of the Stockholders’ Representative or any successor Stockholders’ Representative, the RSU Holders and Stockholders holding a majority of the Optionholders issued outstanding shares of Company Capital Stock immediately prior to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (with full power including the personal representative of substitution any deceased or disabled Stockholder in the premises) in connection with such matters as are reasonably necessary for the consummation and administration event of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to for, and shall be indemnified by the Securityholders against any Stockholder, RSU Holder, Optionholder good faith error of judgment on the Stockholders’ Representative’s part or to for any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken done or omitted by it in good faith in accordance connection with such advicethe Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The Stockholders Representative immunities and rights to indemnification shall be entitled to rely upon any Order, certification, demand, notice, instrument survive the resignation or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity removal of the service thereof. The Stockholders Stockholders’ Representative may act in reliance upon or any instrument or signature believed by it member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (b) Certain Securityholders will enter into a letter agreement with the Stockholders’ Representative to be genuine and may assume that provide direction to the Person purporting to give receipt or advice or make any statement or execute any document Stockholders’ Representative in connection with the provisions hereof has been duly authorized performance of its services under this Agreement and the Escrow Agreement (such Securityholders, including their individual representatives, hereinafter referred to do soas the “Advisory Group”). As between the Stockholders’ Representative and the Securityholders, neither the Stockholders’ Representative (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”), shall be liable for any good faith error of judgment on the part of the Stockholders’ Representative or for any other act done or omitted by it in good faith in connection with Stockholders’ Representative’s duties as stockholders’ representative, except for willful misconduct. The Stockholders Securityholders shall indemnify, defend and hold harmless the Representative may conclusively presume that Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the undersigned representative “Representative Expenses”) incurred without gross negligence or willful misconduct on the part of any party hereto which is an entity other than a natural person has full power the Representative Group and authority to instruct arising out of or in connection with the Stockholders Representative on behalf acceptance or administration of that party unless written notice to the contrary is delivered to the Stockholders Representativeits duties hereunder. (fc) Upon Such Representative Expenses may be recovered first from the Representative Fund, second, from any disbursement distribution of the Escrow Fund otherwise distributable to the Securityholders at the time of distribution, and third, directly from the Securityholders based on their respective Pro Rata Shares. The Securityholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of the Stockholders’ Representative’s duties. The Stockholders’ Representative will hold the Representative Fund as agent and for the benefit of the Securityholders in a segregated client account, separate from its corporate funds and will not voluntarily make such funds available to its creditors in the event of bankruptcy. The Stockholders’ Representative is not providing any investment supervision, recommendations or advice. The Stockholders’ Representative shall have no responsibility or liability for any loss of principal of the Representative Fund other than as a result of its gross negligence or willful misconduct. Stockholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Fund, and has no tax reporting or income distribution obligations hereunder. The Representative Fund will be held or disbursed, in whole or in part, as determined in good faith by the Stockholders’ Representative. The retention by the Stockholders’ Representative of any amounts in the Representative Fund shall not be used as evidence that the Securityholders have any obligation hereunder. The Stockholders’ Representative shall be permitted to make any disbursements of amounts in the Representative Fund in the amounts and at the times that it determines in good faith. (d) As soon as reasonably determined by the Stockholders’ Representative that the Representative Fund will be released by the Stockholders’ Representative, the Stockholders’ Representative shall be permitted to either (i) distribute the Representative Fund Consideration to the Securityholders or (ii) deposit the Representative Fund with the Exchange Agent, if then still engaged to handle disbursements of Merger Consideration, for further distribution to the Securityholders. At least thirty (30) days prior to the Representative Fund Release Date, the Stockholders’ Representative shall provide Buyer with written notice setting forth the remaining balance of the Representative Fund and the amount of Representative Fund Consideration payable to each Securityholder, including each Employee Option Holder and Former Employee Option Holder (without accounting for any reduction to the Representative Fund Consideration for any Post-Closing Related Payroll Taxes). Within fifteen (15) days of Buyer’s receipt of the Stockholders’ Representative’s written notice, Buyer shall provide the Stockholders’ Representative with written notice setting forth: (A) the amount of Post-Closing Related Payroll Taxes to be withheld from the Indemnity Escrow Account Representative Fund and paid to Buyer (or any Acquired Company designated by Buyer) on the StockholdersRepresentative Fund Release Date, (B) the Optionholders portion of the Representative Fund Consideration payable to each Employee Option Holder who remains an employee of any Acquired Company as of the date of such notice, and (C) the RSU Holders or amount of Tax withholding attributable to the payment of the portion of the Representative Fund Consideration due to each Former Employee Option Holder and each Employee Option Holder who is no longer an employee of any EarnAcquired Company as of the date of such notice. On the Representative Fund Release Date, the Stockholders’ Representative shall: (x) pay to the Buyer (or any designated Acquired Company) the amount of the Post-Out Closing Related Payroll Taxes designated by Buyer in such written notice, such amount to be for the benefit and account of Buyer and the Acquired Companies, (y) deposit with Buyer (or any Acquired Companies designated by Buyer) the amount of the Representative Fund Consideration to Stockholdersbe paid to the Employee Option Holders (as set forth in Buyer’ notice) who remain employees of any Acquired Company on the date of such notice, such amount to be disbursed by the relevant Acquired Company to the Employee Option Holders through such Acquired Company’s payroll process, and (z) deposit with Buyer (or any Acquired Companies designated by Buyer) the Tax withholding amounts (as set forth in Buyer’s notice) attributable to the payment of the Representative Fund Consideration due to each Former Employee Option Holder and each Employee Option Holder who is no longer an employee of any Acquired Company as of the date of such notice, such amounts to be remitted by the relevant Acquired Company to the applicable Tax Authorities. (e) The authority conferred under this Section 12.1 is an agency coupled with an interest and, to the extent permitted by applicable laws, all authority, powers, immunities and rights to indemnification conferred hereby are irrevocable and not subject to termination by any Securityholder or by operation of law, whether by the death or incapacity of any of the Securityholders, the Optionholders and termination of any trust or estate, in the RSU Holdersevent of bankruptcy or liquidation of any Securityholder, assignment of the Stockholders Representative shall receive reimbursement fromwhole or any fraction of his, and be indemnified from, her or its interest in the Earn-Out Consideration Escrow Fund or the amounts disbursed from Representative Fund, or the Indemnity Escrow Accountoccurrence of any other event. If any Securityholder should die or become incapacitated, as applicableif any trust or estate of any of the above should be terminated, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance event of bankruptcy or discharge liquidation of any Securityholder or assignment of the whole or any fraction of his, her or its duties interest in the Escrow Fund or the Representative Fund, or if any other event shall occur, any action taken by Stockholders’ Representative pursuant to this Section 10.1212.1 shall be valid as if such death or incapacity, termination, bankruptcy or liquidation, assignment or other event had not occurred, regardless of whether or not Stockholders’ Representative or Buyer shall have received notice of such death, incapacity, termination, bankruptcy or liquidation, assignment or other event.

Stockholders’ Representative. (a) The Stockholders Representative shall be the agent and attorney-in-fact for each of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated As used in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated byterm “Stockholders’ Representative” shall mean Global Acquisition LLC, or deemed any Person appointed as a successor Stockholders’ Representative pursuant to this Section 10.6. Global Acquisition LLC hereby accepts its appointment as the initial Stockholders’ Representative. Effective upon the Closing, without any further action by any other Person, the Stockholders Stockholders’ Representative shall be appointed and constituted in respect of each Indemnifying Party, as his, her or its agent, to be necessary act in his, her or desirable its name, place and stead, as such Indemnifying Party’s attorney-in-fact, to give and receive notices and communications in connection with this Agreement and related matters, including in connection with Claims for indemnification under this Article 10 and Article 7 and to determine the Closing Cash Consideration pursuant to Section 3.5 and the Final Cash Consideration pursuant to Section 3.6, and to agree to, negotiate, and enter into settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such Claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than ten (10) days prior written notice to Parent; provided, that the Stockholders’ Representative may not be removed unless the Payment Parties that are entitled to a majority of the funds remaining in the Escrow Agreement, Fund agree in writing to such removal and to the other agreements contemplated hereby and thereby and identity of the transactions contemplated herein or thereinsubstituted agent. Parent and Merger Sub shall A vacancy in the position of the Stockholders’ Representative may be filled by the Payment Parties that are entitled to rely on such appointment and to treat a majority of the Stockholders Representative as funds remaining in the duly appointed attorney-in-fact of each Stockholder, RSU Holder and OptionholderEscrow Fund. Notices given or communications to or from the Stockholders Stockholders’ Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12Indemnifying Parties.

Stockholders’ Representative. (a) Each Participating Holder, by virtue of the adoption of this Agreement and approval of the Merger by the Participating Holders (regardless of whether or not all Participating Holders vote in favor of or consent to the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Shareholder Representative Services LLC (the “Stockholders’ Representative”) as his, her or its representative for purposes of this Agreement. The Stockholders Representative Participating Holders and their respective successors shall be the agent deemed to have approved, and attorney-in-fact for each of shall be bound by, any and all actions taken by the Stockholders, the RSU Holders and the Optionholders ’ Representative on their behalf under or otherwise relating to this Agreement and the other agreements documents contemplated hereby and the transactions contemplated hereunder and thereunder as if such actions were expressly ratified and confirmed by each of them in accordance with writing. In the terms event any Stockholders’ Representative is unable or unwilling to serve or shall resign, a successor Stockholders’ Representative shall be selected by the holders of this Section 10.12a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Stockholders’ Representative may not resign, except upon 30 days prior written notice to Parent and Merger Sub. In the event of the a notice of proposed resignation, death or incapacity any death, disability or other replacement of the Stockholders a Stockholders’ Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed effective immediately thereafter (and, in the case of a death of a Stockholders’ Representative, the successor shall be deemed to be the executor or other representative of such Stockholders’ Representative’s estate) and Parent and Merger Sub shall be notified promptly of such appointment by an instrument the successor Stockholders’ Representative. No replacement of any Stockholders’ Representative shall be effective against Parent or Merger Sub until (i) the proposed successor Stockholders’ Representative assumes in writing signed by all obligations of the original Stockholders’ Representative under this Agreement and (ii) Parent and Merger Sub have consented to the proposed successor Stockholders’ Representative (such consent not to be unreasonably withheld or delayed). Each successor Stockholders Stockholders’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Stockholders’ Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely upon any actions, communication or writings taken, given or executed by the Stockholders’ Representative on such appointment behalf of the Participating Holders. After the Closing, all communications or writings to be sent to the Participating Holders pursuant to this Agreement may be addressed to the Stockholders’ Representative and any communication or writing so sent shall be deemed notice to treat all of the Stockholders hereunder. The adoption and approval of this Agreement by the holders of the Company Stock shall constitute the consent and agreement of each of the Stockholders that the Stockholders’ Representative as is authorized to accept deliveries, including any notice, on behalf of each holder of Company Stock pursuant hereto. (c) The Stockholders’ Representative is hereby appointed and constituted the duly appointed true and lawful attorney-in-fact of each StockholderParticipating Holder, RSU Holder with full power of substitution in such holder’s name and Optionholder. Notices given on such holder’s behalf to act according to the Stockholders Representative in accordance with the provisions terms of this Agreement shall constitute notice to and the other documents contemplated hereby in the absolute discretion of the Stockholders’ Representative; and in general to do all things and to perform all acts including, RSU Holders without limitation, executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement and the Optionholders for other documents contemplated hereby, including without limitation Article IX hereof. This power of attorney and all purposes under this Agreement. (c) The appointment authority hereby conferred is granted in consideration of the Stockholders Representative is an agency coupled with an interest mutual covenants and is agreements made herein, and shall be irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated be terminated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU any Participating Holder or Optionholderoperation of law, whether by such holder’s death or disability or by any other event. (d) The Stockholders Stockholders’ Representative shall not be liable hereby agrees to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), serve as the Stockholders’ Representative in accordance with respect to any action taken or omitted the applicable terms hereof and to be taken bound by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subterms. (e) The Stockholders Stockholders’ Representative may act pursuant to the advice will incur no liability of counsel any kind with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted omission by it in good faith in accordance with such advice. The Stockholders the Stockholders’ Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized Stockholders’ Representative’s services pursuant to do sothis Agreement, the Escrow Agreement and that certain Acquiom M&A Payments Agreement (the “Acquiom Payments Agreement”) to be entered into at or prior to Closing by and among Acquiom Administration LLC (the “Payments Administrator”), the Stockholders’ Representative and the Company, except in the event of liability directly resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. The Stockholders Participating Holders will severally (based on each Participating Holder’s Pro Rata Proportion but not jointly indemnify, defend and hold harmless the Stockholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement, the Escrow Agreement and the Acquiom Payments 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 willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Participating Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Participating Holders, any such Representative Losses may conclusively presume be recovered by the Stockholders’ Representative (i) first, from the funds in the Expense Fund, (ii) second, solely to the extent the remaining funds available to the Stockholders’ Representative in the Expense Fund are insufficient, from either (A) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Participating Holders or (B) any future contingent consideration at such time as any such amounts would otherwise be distributable to the Participating Holders, and (iii) third, solely to the extent the remaining funds in the Expense Fund are insufficient and there are insufficient funds immediately available to the Stockholders’ Representative from the Escrow Fund and/or contingent consideration, from the Participating Holders directly; provided, that while this section allows the undersigned representative Stockholders’ Representative to be paid from the Expense Fund, the Escrow Fund and any other future contingent consideration, this does not (i) require the Stockholders’ Representative to wait for future releases of funds from the Escrow Fund or future payments of contingent consideration before recovering directly from the Participating Holders, (ii) relieve the Participating Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, or (iii) prevent the Stockholders’ Representative from seeking any party hereto which is an entity other than a natural person has full power and authority remedies available to instruct it at law or otherwise. In no event will the Stockholders Stockholders’ Representative be required to advance its own funds on behalf of the Participating Holders or otherwise. The Participating Holders acknowledge and agree that party unless written notice the limitations set forth in Section 9.5 are not applicable to the contrary is delivered to indemnification provided in this Section 2.3(e), and that the Stockholders Representativeforegoing indemnities will survive the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. (f) Upon any disbursement of amounts from the Indemnity Escrow Account Closing, the Company will wire to the Stockholders’ Representative an aggregate amount of US$250,000 (the “Expense Fund”). The Participating Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. Within five (5) business days after the completion of the Stockholders’ Representative’s responsibilities under this Agreement subject to the payment provisions in Section 1.9 in the case of payments to holders of Company Options, the Optionholders and Stockholders’ Representative shall deposit by wire transfer in immediately available funds, pursuant to an Allocation Certificate: (i) with the RSU Payments Administrator an amount of cash equal to the portion of the then balance of the Expense Fund payable to Participating Holders or for whom the payment of any Earn-Out Consideration the balance of the Expense Fund is not subject to Stockholderswage or payroll tax withholding; and (ii) with the Surviving Corporation’s (or other Affiliate’s (at the direction of Parent)) payroll agent an amount of cash equal to the portion of the then remaining balance of the Expense Fund payable to Participating Holders for whom the payment of the balance of the Expense Fund is subject to wage or payroll tax withholding. For tax purposes, the Optionholders Expense Fund will be treated as having been received and voluntarily set aside by the RSU HoldersParticipating Holders at the time of Closing and shall be subject to wage withholding as if paid to such Participating Holders on the Closing Date to the extent wage withholding is required by law; provided, that notwithstanding anything herein to the Stockholders contrary, neither the Stockholders’ Representative nor the Payments Administrator shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, responsible for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance wage withholding or discharge of its duties pursuant to this Section 10.12related calculations or determinations.

Stockholders’ Representative. (a) The Stockholders hereby appoint the Stockholders' Representative shall be to act as the sole agent and attorney-in-fact for each of the Stockholders, the RSU Holders and the Optionholders under Stockholders in connection with this Agreement and the other agreements contemplated hereby in accordance Escrow Agreement with the terms of this Section 10.12. In powers and duties described herein and under the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeEscrow Agreement. (b) The Stockholders hereby grant the Stockholders' Representative is hereby authorized the authority to: (i) dispute or to refrain from disputing any objection by Acquisition Sub to the Closing Working Capital Statement pursuant to Section 2.6(b) of this Agreement or any claim made by Acquisition Sub under the Escrow Agreement or Article VIII of this Agreement; (ii) negotiate and empowered to act forcompromise any objection or dispute which may arise under, and on behalf ofto exercise or refrain from exercising remedies available under, any Section 2.6(b) or all Article VIII of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, Agreement or the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and to sign any releases or other documents contemplated bywith respect to such objection, dispute or deemed by the Stockholders Representative to be necessary remedy, (iii) waive any condition contained in Section 2.6(b), Section 7.2 or desirable Article VIII of this Agreement or in connection with this Agreement, the Escrow Agreement, (iv) give any and all consents under Section 2.6(b) or Article VIII of this Agreement or under the other agreements contemplated hereby Escrow Agreement, and thereby (v) do such things and refrain from doing such things as shall be necessary or appropriate to carry out the transactions contemplated herein provisions of this Agreement or thereinof the Escrow Agreement. Parent The Stockholders' Representative shall be authorized to act, notwithstanding any dispute or disagreement among the Stockholders, and Merger Acquisition Sub shall be entitled to rely on any and all action taken by the Stockholders' Representative under this Agreement or under the Escrow Agreement without any liability to, or obligation to inquire of, any of the Stockholders. The Stockholders' Representative may resign at any time, effective upon the designation, by the Stockholders representing a majority in interest of the Stockholders based on their proportionate interest in the Acquisition Sub's Stock received at Closing, of a substitute Stockholders' Representative and the delivery of a notice to such appointment effect to Acquisition Sub. The Stockholders' Representative may decline to exercise the authority granted to him or her hereunder in the absence of express instructions from all or any portion determined by him or her to be appropriate of the Stockholders or until he or she is satisfied that any expenses to be incurred by him or her in connection with any such action will be paid or reimbursed by the Stockholders. The Stockholders representing a majority in interest of the Stockholders based on their proportionate interest in the Parent Common Stock received at Closing, may at any time remove the Stockholders' Representative and designate a replacement Stockholders' Representative, in which case, notice of such removal and replacement shall be given to Acquisition Sub and to treat the Stockholders Escrow Agent. The Stockholders' Representative while acting strictly in his/her capacity as Stockholders' Representative, shall have no liability whatsoever to any Stockholder other than for gross negligence or willful misconduct. The authority of the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Stockholders' Representative provided in accordance with the provisions of this Agreement shall constitute notice be effective until the rights and obligations of the Stockholders under this Agreement terminate by virtue of the termination of any and all rights and obligations of the Stockholders to the Stockholders, RSU Holders and the Optionholders for all purposes Acquisition Sub under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall be serve as the exclusive agent and attorney-in-fact for each of the Stockholders, the RSU Holders holders of T2 Warrants and the Optionholders under T3 Warrants for all purposes of this Agreement and the other agreements transactions contemplated hereby in accordance with hereby. Without limiting the terms of this Section 10.12. In the event generality of the resignationforegoing, death or incapacity the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the Stockholders Representativeholders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders Stockholders’ Representative is hereby also shall be exclusively authorized and empowered to act for, and take all actions on behalf of, any or all of the Stockholders, the RSU Holders holders of T2 Warrants and the Optionholders (with full power of substitution in the premises) T3 Warrants in connection with such matters as are reasonably necessary for the consummation and administration any claims made under this Agreement or in respect of the transactions Transactions contemplated in this Agreementhereby, the Escrow Agreement and the other agreements contemplated hereby and therebyto bring, including executing and delivering all agreementsprosecute, amendmentsdefend or settle such claims, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat make and receive payments in respect of such claims on behalf of the Stockholders Representative as the duly appointed attorney-in-fact holders of each StockholderT2 Warrants and T3 Warrants, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions no holders of this Agreement T2 Warrants and T3 Warrants shall constitute notice to take any such action without the Stockholders, RSU Holders and ’ Representative’s prior written approval. The Stockholders’ Representative is serving in the Optionholders for all purposes under this Agreement. (c) The appointment capacity as exclusive agent of the Stockholders Representative is an agency coupled with an interest holders of T2 Warrants and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action T3 Warrants hereunder solely for purposes of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligenceadministrative convenience. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to Person for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Stockholders Stockholders’ Representative while acting in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativegood faith, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder act done or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act omitted pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in conclusive evidence of such good faith in accordance with such advicefaith. The Stockholders holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative shall be entitled to rely upon and hold it harmless against any Orderloss, certification, demand, notice, instrument liability or other writing delivered to it hereunder expense incurred without being required to determine gross negligence or bad faith on the authenticity or the correctness of any fact stated therein or the propriety or validity part of the service thereof. The Stockholders Stockholders’ Representative may act in reliance upon any instrument and arising out of or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do soacceptance or administration of its duties hereunder. The Stockholders person serving as Stockholders’ Representative may conclusively presume that resign or be replaced from time to time by the undersigned representative holders of any party hereto which is an entity other a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless ten (10) days’ prior written notice to the contrary is delivered to the Stockholders RepresentativeParent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative Company hereby appoints, and the Company's stockholders shall be deemed to appoint, the Stockholders' Representative, with full and unqualified power to delegate to one or more Persons the authority granted to him hereunder, to act as each of their agent and attorney-in-fact fact, with full power of substitution, to take all actions called for each of by this Section 7 and the StockholdersEscrow Agreement and, if applicable, the RSU Holders Tax Escrow Agreement, on their individual and the Optionholders under this Agreement and the other agreements contemplated hereby collective behalf, in accordance with the terms of this Section 10.12. In 7 and the event of Escrow Agreement and, if applicable, the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeTax Escrow Agreement. (b) The Stockholders Stockholders' Representative is hereby authorized and empowered shall have no liability whatsoever to act for, and on behalf of, any existing or all former stockholder of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration Company or to any other Person arising out of the transactions matters contemplated in by this Agreement, Section 7 or the Escrow Agreement and the other agreements contemplated hereby and therebyor, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreementif applicable, the Tax Escrow Agreement, except only to the other agreements contemplated hereby and thereby and extent of any Loss caused exclusively by the transactions contemplated herein Stockholders' Representative's willful misconduct or thereinbad faith. Parent and Merger Sub In any event, any such liability shall be entitled limited to rely on direct damages resulting from such appointment conduct and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement no event shall constitute notice to the Stockholders' Representative be liable for special, RSU Holders and the Optionholders for all purposes under this Agreement. (c) incidental or consequential damages incurred or suffered by any Person. The appointment Stockholders' Representative shall incur no liability to any existing or former stockholder of the Stockholders Representative is an agency coupled Company or to any other Person with an interest and is irrevocable and respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuine and duly authorized. The Stockholders' Representative may, in all questions arising under the Escrow Agreement and, if applicable, the Tax Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders Stockholders' Representative pursuant to based on such advice, the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders' Representative shall not be liable to any Stockholder, RSU Holder, Optionholder existing or former stockholder of the Company or to any other Person Person. (c) In the event of the death or permanent disability of the Stockholders' Representative, or his resignation, a successor Stockholders' Representative shall be appointed by a majority vote of the holders (other than Parent or Merger Sub)Siemens and its subsidiaries) of outstanding capital stock of the Company immediately prior to the Effective Time, with respect to any action taken each such stockholder (or omitted his or her successors or assigns) to be taken given a vote equal to the number of votes represented by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out shares of willful misconduct or gross negligence on the part capital stock of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made Company held by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant such stockholder immediately prior to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders RepresentativeEffective Time. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall Upon approval of the Merger and this Agreement by the Stockholders, each Stockholder will be the agent deemed to have irrevocably appointed ComVest Investment Partners II LLC, as its, his or her true and lawful attorney-in-fact for and agent (the “Stockholders’ Representative”), each with full power of substitution or resubstitution, to act solely and exclusively on behalf of such Stockholder with respect to the transactions contemplated by this Agreement, including the Merger, and to act on behalf of such Stockholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the RSU Holders power: (i) to act for such Stockholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of such Stockholder; (ii) to act for such Stockholder with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the Optionholders transactions contemplated hereby or amendments thereto that the Stockholders’ Representative deems necessary or appropriate; (iv) to receive funds, make payments of funds, and give receipts for funds; (v) to receive funds for the payment of expenses of such Stockholder and apply such funds in payment for such expenses; (vi) to do or refrain from doing any further act or deed on behalf of such Stockholder that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder could do if personally present; and (vii) to receive service of process in connection with any claims under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeAgreement. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all appointment of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders ’ Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency deemed coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective irrevocable, and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. ParentBuyer, Merger Sub Subsidiary and Surviving Corporation and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative person may conclusively and absolutely rely, without inquiry, upon any act action of the Stockholders’ Representative in all matters referred to herein. Any notices required to be made or delivered to the Company or any of the Stockholders shall be made to the Stockholders’ Representative and shall discharge in full all notice requirements, as applicable, to such Stockholder and/or the Company with respect thereto. By their appointment of the Stockholders’ Representative, the Stockholders thereby confirm all that the Stockholders’ Representative shall do or cause to be done by virtue of his appointment as the act representatives of the StockholderStockholders hereunder. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with the obligations of the Stockholders under this Agreement, RSU Holder or Optionholder. (d) The Stockholders but the Stockholders’ Representative shall not be liable responsible to any Stockholder, RSU Holder, Optionholder or to Stockholder for any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken damages which the Stockholders may suffer by the Stockholders Representative in its role as Stockholders Representative performance of the Stockholders’ Representative’s duties under or in connection with this Agreement, unless such action or omission results other than damages arising from or arises out willful violation of willful misconduct applicable law or gross negligence on in the part performance of the Stockholders Representative, and the Stockholders such duties under this Agreement. The Stockholders’ Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to read into this Agreement and or shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine otherwise exist against the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Stockholders’ Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall be Xxxxx Xxx-Xxxxxx (the agent "Stockholders' Representative"), for and attorney-in-fact for each on behalf of the Stockholders, shall have the RSU Holders power to take any and all actions required to be taken by the Optionholders under Stockholders pursuant to this Agreement or the Escrow Agreement, including, without limitation, the power to give and receive notices and communications, to enter into and perform the Escrow Agreement, to make claims for indemnification against AvantGo, to authorize delivery to AvantGo of AvantGo Stock or other agreements contemplated hereby property from Escrow in accordance satisfaction of claims by AvantGo, to object to such deliveries, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the terms judgment of the Stockholders' Representative for the accomplishment of the foregoing. Effective upon the approval of this Section 10.12Agreement by the Stockholders, the Stockholders individually shall have no power or authority to take any actions against AvantGo or otherwise pursuant to this Agreement or the Escrow Agreement, and all actions of the Stockholders, whether pursuant to this Agreement or the Escrow Agreement, must be taken solely by the Stockholders' Representative. In the event of the resignation, death or incapacity written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or refusal to act as Stockholders' Representative by, Xxxxx Xxx-Xxxxxx, the Stockholders hereby appoint Xxxx Xxx- Xxxxxx to serve as the successor Stockholders' Representative hereunder. In the event of the Stockholders Representativedeath or written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or refusal to act as Stockholders' Representative by, Xxxx Xxx-Xxxxxx, the holders of a successor Stockholders majority of the shares of AvantGo Stock constituting the Escrow Fund shall serve as the Stockholders' Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativehereunder. (b) The Stockholders Representative is hereby authorized and empowered AvantGo shall have no liability of any kind to act for, and on behalf of, any Stockholder as a result of or all arising out of any action taken or not taken by the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in ' Representative at any time under this Agreement, Agreement or the Escrow Agreement and the other agreements contemplated each Stockholder hereby and therebyreleases AvantGo from any such liability. AvantGo may conclusively rely, including executing and delivering all agreementswithout any obligation of investigation or inquiry of any kind, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Stockholders' Representative as the act of the Stockholder, RSU Holder or Optionholder. having been fully authorized and approved by all necessary action by each Stockholder (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless except such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Accountif any, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12shall have perfected their dissenter rights under applicable law).

Stockholders’ Representative. (a) The Stockholders’ Representative is hereby designated to serve as the representative of the Company Stockholders and Vested Option Holders with respect to the matters expressly set forth in Section 9.16(b) and with respect to the matters otherwise set forth in this Agreement to be performed by Stockholders’ Representative. Should the initial Stockholders’ Representative resign or be unable to serve, Company Stockholders holding immediately prior to the Closing more than thirty- five percent (35%) of the Common Stock on a fully diluted basis shall be entitled to designate a single substitute agent (subject to Parent’s approval, not to be unreasonably withheld) to serve as the successor Stockholders’ Representative, who shall be Stockholders’ Representative for all purposes thereafter. If more than one proposed substitute Stockholders’ Representative is approved by more than thirty-five percent (35%) of the Common Stock on a fully diluted basis, then the proposed replacement with the highest approval percentage shall be the agent substitute Stockholders’ Representative. The appointment of such successor, in any case, shall be effective on the date of Stockholders’ Representative’s resignation or incapacity or, if later, the date on which such successor is appointed. (b) Each Company Stockholder, by his, her or its approval of the Merger and the submission of a Letter of Transmittal, and each Vested Option Holder, by his, her or its acceptance of any portion of the Merger Consideration, ratifies the appointment of Stockholders’ Representative as the agent, proxy and attorney-in-fact for each such Company Stockholder or Vested Option Holder for all purposes of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, including the Escrow Agreement full power and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, authority on such Company Stockholder’s or deemed by the Stockholders Representative Vested Option Holder’s behalf: (i) to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and consummate the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any post-Closing matters, including making decisions and taking any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken the matters set forth in Section 2.9; (ii) to pay such Company Stockholder’s or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and Vested Option Holder’s expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document incurred in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that negotiation and performance of this Agreement (whether incurred on or after the undersigned representative date of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.Agreement);

Stockholders’ Representative. (ai) The Stockholders Representative shall be Each holder of Series B Preferred Stock hereby irrevocably constitutes and appoints Ares as the agent sole and exclusive attorney-in-fact for each and proxy of such holder of Series B Preferred Stock (the “Stockholders’ Representative”), with full power of substitution and resubstitution, to exercise or abstain from exercising the rights granted to the holders of Series B Preferred Stock pursuant to this Section 6 (other than any amendments that are either (i) adversely disproportionate to holders of the Series B Preferred Stock as compared to other holders of the Series B Preferred Stock or (ii) adversely affect the definition of Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii)) to the fullest extent permitted by law. Any action taken or not taken by the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of ’ Representative pursuant to this Section 10.126(b) shall not be subject to challenge or input from any such holder of Series B Preferred Stock. In Each holder of Series B Preferred Stock hereby revokes any and all previous proxies with respect to such holder’s Series B Preferred Stock and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, such subsequent proxies shall not be effective) by such holder with respect to the event Series B Preferred Stock that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the resignationreceipt and sufficiency of which is hereby acknowledged and shall be valid and binding on any person to whom the holder of Series B Preferred Stock may transfer any of its Series B Preferred Stock. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each holder of Series B Preferred Stock. The provisions of this Section 6(b) shall terminate with respect to a holder of Series B Preferred Stock once such holder no longer owns any Series B Preferred Stock. The Stockholders’ Representative may appoint one or more successor representatives to the Stockholders Stockholders’ Representative, subject to the approval of holders of a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativemajority of the Series B Preferred Stock then outstanding. (bii) The Stockholders Representative is Each holder of Series B Preferred Stock hereby authorized irrevocably delegates all power and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice authority to the Stockholders’ Representative to exercise, RSU Holders on behalf of such holder of Series B Preferred Stock, any and all rights of such holder in respect of such Series B Preferred Stock pursuant to this Section 6 (other than any amendments that are either (i) adversely disproportionate to holders of the Optionholders for all purposes under this AgreementSeries B Preferred Stock as compared to other holders of the Series B Preferred Stock or (ii) adversely affect the definition of Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii)), including the granting of any waivers or the exercise of any consent, approval or voting rights or powers on behalf of such holder. (ciii) The appointment Stockholders’ Representative shall not, in the absence of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholderbad faith, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination have any liability to the holders of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), Series B Preferred Stock whatsoever with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreementactions, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativedecisions and determinations, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Orderassume that all actions, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity decisions and determinations are fully authorized by each and every one of the service thereofholders of Series B Preferred Stock. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume Corporation hereby agrees that the Person purporting to give receipt or advice or make Stockholders’ Representative shall not, in its capacity as such, have any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice liability to the contrary is delivered to the Stockholders Representative. (f) Upon Corporation or any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant Affiliates whatsoever with respect to this Section 10.12its actions, decisions or determinations.

Stockholders’ Representative. (a) By virtue of voting in favor of the adoption and approval of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive Consideration Common Stock pursuant to this Agreement, or by executing and delivering a Letter of Transmittal in connection with the Transactions, each Indemnifying Stockholder shall be deemed to have nominated, constituted and appointed, and does hereby irrevocably nominate, constitute and appoint Xxxxxxxxxxx X. Xxxxxx, as the representative, agent and true and lawful attorney in fact of the Indemnifying Stockholders, for all purposes in connection with this Agreement and the other Transaction Documents, with full power of substitution, to act in the name, place and stead of the Indemnifying Stockholders for purposes of executing any documents and taking any actions that the Stockholders’ Representative may, in the Stockholders’ Representative’s sole discretion, determine to be necessary, desirable or appropriate in connection with the Transactions. The Stockholders Stockholders’ Representative shall be the constituted and appointed as agent and attorney-in-fact for each and on behalf of the Indemnifying Stockholders and shall have full power authority to represent, to give and receive notices and communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to act on such Indemnifying Stockholders behalf with respect to the matters set forth in this Section 7, including giving and receiving all notices and communications to be given or received with respect to the matters set forth herein and to take all actions necessary or appropriate in the judgment of the Stockholders, ’ Representative for the RSU Holders and the Optionholders under interpretation of this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event accomplishment of the resignationforegoing. The Stockholders’ Representative shall have no liability to any Indemnifying Stockholders, death for any action taken or incapacity of the Stockholders Representativenot taken, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed decision made or instruction given by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders ’ Representative to be necessary or desirable in connection with this Agreement; provided, the Escrow Agreementhowever, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to that the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders ’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Indemnifying Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event thatof gross negligence, fraud or intentional misconduct. The Stockholders’ Representative may also refrain from taking any such actions in its sole discretion. Without limiting the exercise generality of his or its reasonable judgmentthe foregoing, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Stockholders’ Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has have full power and authority to instruct interpret all the Stockholders Representative terms and provisions of this Agreement and to consent to any amendment hereof for, in the name and on behalf of that party unless written notice to the contrary is delivered to the all such Indemnifying Stockholders Representativeand such successors. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (ai) The Stockholders Representative shall be Each holder of Series A Preferred Stock hereby irrevocably constitutes and appoints GFI as the agent sole and exclusive attorney-in-fact for each and proxy of such holder of Series A Preferred Stock (the “Stockholders’ Representative”), with full power of substitution and resubstitution, to exercise or abstain from exercising the rights granted to the holders of Series A Preferred Stock pursuant to Section 4(d), this Section 6 and Section 8 to the fullest extent permitted by law. Any action taken or not taken by the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of ’ Representative pursuant to this Section 10.126(b) shall not be subject to challenge or input from any such holder of Series A Preferred Stock. In Each holder of Series A Preferred Stock hereby revokes any and all previous proxies with respect to such holder’s Series A Preferred Stock and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, such subsequent proxies shall not be effective) by such holder with respect to the event Series A Preferred Stock that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the resignationreceipt and sufficiency of which is hereby acknowledged and shall be valid and binding on any person to whom the holder of Series A Preferred Stock may transfer any of its Series A Preferred Stock. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each holder of Series A Preferred Stock. The provisions of this Section 6(b) shall terminate with respect to a holder of Series A Preferred Stock once such holder no longer owns any Series A Preferred Stock. The Stockholders’ Representative may appoint one or more successor representatives to the Stockholders Stockholders’ Representative, subject to the approval of holders of a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativemajority of the Series A Preferred Stock then outstanding. (bii) The Stockholders Representative is Each holder of Series A Preferred Stock hereby authorized irrevocably delegates all power and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice authority to the Stockholders’ Representative to exercise, RSU Holders on behalf of such holder of Series A Preferred Stock, any and all rights of such holder in respect of such Series A Preferred Stock pursuant to Section 4(d), this Section 6 and Section 8, including the Optionholders for all purposes under this Agreementgranting of any waivers or the exercise of any consent, approval or voting rights or powers on behalf of such holder. (ciii) The appointment Stockholders’ Representative shall not, in the absence of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholderbad faith, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination have any liability to the holders of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), Series A Preferred Stock whatsoever with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreementactions, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativedecisions and determinations, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Orderassume that all actions, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity decisions and determinations are fully authorized by each and every one of the service thereofholders of Series A Preferred Stock. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume Corporation hereby agrees that the Person purporting to give receipt or advice or make Stockholders’ Representative shall not, in its capacity as such, have any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice liability to the contrary is delivered to the Stockholders Representative. (f) Upon Corporation or any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant Affiliates whatsoever with respect to this Section 10.12its actions, decisions or determinations.

Stockholders’ Representative. (a) The Stockholders stockholders of the Company, by approving and adopting this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint the Stockholders’ Representative shall be the as their agent and attorney-in-fact for each purposes of Section 8 and the Escrow Agreement, and consent to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the power to authorize delivery to the Indemnified Parties of cash or shares of Parent Common Stock, as applicable, out of the Escrow Fund in satisfaction of claims by the Indemnified Parties. The Stockholders’ Representative hereby agrees to negotiate, enter into settlements and compromises of Claims, including third-party Claims, and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such Claims, resolve any Claim made pursuant to Section 8; and take all actions necessary in the judgment of the Stockholders, ’ Representative for the RSU Holders accomplishment of the foregoing. Xxxxxxx Xxxxxxx hereby accepts his appointment as the Stockholders’ Representative for purposes of Section 8 and the Optionholders under this Agreement Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 8 and the other agreements contemplated hereby in accordance with Escrow Agreement, 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 by the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Stockholders’ Representative, a successor Stockholders Representative reasonably satisfactory and on any other action taken or purported to Parent shall thereafter be appointed taken on behalf of any Company stockholder by an instrument in writing signed by Parent and the Stockholders’ Representative, as fully binding upon such successor Stockholders RepresentativeCompany stockholder. (b) The Stockholders If the Stockholders’ Representative is hereby authorized and empowered shall die, become disabled or otherwise be unable to act for, and on behalf of, any or all fulfill his responsibilities as agent of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration stockholders of the transactions contemplated in this AgreementCompany, then a majority-in-interest of the Entitled Holders (calculated based upon their respective contributions to the Initial Escrow Amount pursuant hereto) shall, within ten (10) days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the “Stockholders’ Representative” for purposes of Section 8, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this AgreementSection 9.1. (c) The appointment Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the absence of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death Entitled Holders on whose behalf cash and/or share of Parent Common Stock were contributed to the Escrow Fund shall severally indemnify Stockholders’ Representative and hold Stockholders’ Representative harmless against any loss, liability or incapacityexpense incurred without gross negligence, bad faith or dissolution willful misconduct on the part of such Stockholders’ Representative and arising out of or other termination in connection with the acceptance or administration of existencesuch Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any Stockholderlegal counsel retained by such Stockholders’ Representative, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement as set forth in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderSection 9.1(e) below. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Stockholders’ Representative shall be entitled to rely upon any Orderorder, certificationjudgment, certificate, demand, notice, instrument or other writing delivered to it hereunder without being required to determine investigate the authenticity validity, accuracy or content thereof nor shall the correctness Stockholders’ Representative be responsible for the validity or sufficiency of any fact stated therein or this Agreement. In all questions arising under this Agreement, the propriety or validity of the service thereof. The Stockholders Stockholders’ Representative may act rely on the advice of counsel, and for anything done, omitted or suffered in reliance upon any instrument or signature believed good faith by it the Stockholders’ Representative based on such advice, the Stockholders’ Representative shall not be liable to be genuine and may assume that anyone. (e) The reasonable expenses incurred by the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative Stockholders’ Representatives while acting on behalf of that party unless written notice the holders of Company Common Stock under the authorization granted in this Section 9.1 shall be borne by the Entitled Holders pro rata and shall be payable out of the Escrow Fund prior to any payment to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the StockholdersEntitled Holders, the Optionholders and the RSU Holders or the but in all cases, after payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant amounts owing to this Section 10.12Parent.

Stockholders’ Representative. (a) (i) The Stockholders Representative shall holders of Company Stock, by virtue of having approved and adopted this Agreement by executing and delivering the Stockholders’ Written Consent and as acknowledged and agreed in their respective letters of transmittal delivered in connection with the surrender of their respective share certificates, and, in addition, in the case of the Principal Stockholders, by virtue of their execution of and delivery of this Agreement, and without any further act of any holder of Company Stock, and (ii) the holders of Company Securities (other than Company Stock) as of immediately prior to the Effective Time (the “Additional Holders”), as acknowledged and agreed in their respective letters of transmittal delivered in connection with the exchange of their respective Company Securities or, and without any further act of any Additional Holder, will be deemed (a) to have constituted and appointed, effective as of the agent Effective Time, Xxxxxxx X. Xxxxxxxxxx (together with his, her or its permitted successors, the “Stockholders’ Representative”) as their true and lawful agent, proxy and attorney-in-fact for each fact, to execute and deliver any agreement or instrument to be entered into or delivered in connection with the transactions contemplated by this Agreement on their behalf, including, without limitation, with respect to the Escrow Holders, the Escrow Agreement and to exercise all or any of the powers, authority and discretion conferred on the Stockholders’ Representative under this Agreement or any other agreement or instrument entered into or delivered in connection with the transactions contemplated hereby, including, without limitation, with respect to the Escrow Holders, the Escrow Agreement, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing, and (b) to have irrevocably agreed to, and be bound by and comply with, all of the obligations of holders of Company Stock and the Additional Holders set forth herein and, with respect to the Escrow Holders, in the Escrow Agreement. (b) Without limiting the generality of Section 12.13(a), the RSU Holders Stockholders’ Representative shall have and may exercise all of the Optionholders powers conferred upon him, her or it pursuant to this Agreement and, with respect to the Escrow Holders, the Escrow Agreement, which shall include, without limitation: (i) with respect to the Escrow Holders, the power to execute as Stockholders’ Representative the Escrow Agreement and any other agreement or instrument entered into or delivered in connection with the transactions contemplated hereby; (ii) the power to give or receive any notice or instruction permitted or required under this Agreement or, with respect to the Escrow Holders, the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith or, with respect to the Escrow Holders, therewith, to be given or received by any Company Stockholder or Additional Holder, as applicable, and each of them (other than notice for service of process relating to any action before a court or other tribunal of competent jurisdiction, which notice must be given to each Company Stockholder and Additional Holder individually, as applicable), and to take any and all action for and on behalf of the Company Stockholders and Additional Holders, and each of them, under this Agreement, with respect to Escrow Holders, the Escrow Agreement or any other such agreement, document or instrument; (iii) with respect to the Indemnifying Holders, the power to (A) contest, negotiate, defend, compromise or settle any actions for which a Parent Indemnified Party may be entitled to indemnification hereunder through counsel selected by the Stockholders’ Representative and solely at the cost, risk and expense of the Indemnifying Holders, (B) authorize payment to any Parent Indemnified Party of any of the Escrow Funds, or any portion thereof, in satisfaction of any claims for indemnification hereunder by any Parent Indemnified Party, (C) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and (D) resolve any claims for indemnification hereunder by any Parent Indemnified Party; (iv) the power to take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise; (v) the power to take or forego any or all actions permitted or required of any Company Stockholder or Additional Holder or necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and, with respect to the Escrow Holders, the Escrow Agreement; (vi) the power to consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Stockholders and the Additional Holders, as applicable; (vii) the power to review, negotiate and agree to and authorize any payments from the Escrow Funds in satisfaction of any payment obligation, in each case, on behalf of the Escrow Holders, as contemplated thereunder; (viii) the power to waive any terms and conditions of this Agreement or, with respect to the Escrow Holders, the Escrow Agreement providing rights or benefits to the Company Stockholders or the Additional Holders, as applicable (other agreements contemplated hereby than the payment of the merger payments in accordance with the terms of this Section 10.12. In hereof and in the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative.manner provided herein); and (bix) The Stockholders Representative is hereby authorized and empowered the power to act for, and on behalf of, take any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution actions in the premises) in connection with regard to such other matters as are reasonably necessary for the consummation and administration of the transactions contemplated hereby or as the Stockholders’ Representative reasonably believes are in this Agreement, the Escrow Agreement best interests of the Company Stockholders and the other agreements contemplated hereby and therebyAdditional Holders, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreementapplicable. (c) The appointment Stockholders’ Representative represents and warrants to Parent and Acquisition Sub that: (i) the Stockholders’ Representative has all necessary power and authority to execute and deliver this Agreement and the Escrow Agreement and to carry out his, her or its obligations hereunder and thereunder; (ii) this Agreement has been duly executed and delivered by the Stockholders’ Representative and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the valid and legally binding obligation of the Stockholders Stockholders’ Representative, enforceable against the Stockholders’ Representative is an agency coupled in accordance with an interest its terms; and (iii) the Escrow Agreement will be duly executed and is irrevocable and any action taken delivered by the Stockholders Stockholders’ Representative pursuant to and, assuming the authority granted in this Section 10.12 shall be effective due authorization, execution and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions delivery of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacityEscrow Agreement by Parent and the Escrow Agent, or dissolution or other termination of existencewill constitute a legal, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority valid and agency binding obligation of the Stockholders Stockholders’ Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement enforceable against the Stockholders’ Representative in dealing accordance with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderits terms. (d) The Any notice given to the Stockholders’ Representative will constitute notice to each and all of the Company Stockholders Representative shall not be liable and the Additional Holders, as applicable, at the time notice is given to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any the Stockholders’ Representative. Any action taken by, or omitted notice or instruction received from, the Stockholders’ Representative will be deemed to be taken by the Stockholders Representative in its role as Stockholders Representative under action by, or in connection with this Agreementnotice or instruction from, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part each and all of the Company Stockholders Representativeand the Additional Holders, as applicable. Parent, Acquisition Sub, Company and the Surviving Corporation may, and the Escrow Agent will, disregard any notice or instruction received from any one or more individual Company Stockholders Representative shall not be liable to any Stockholderand Additional Holders, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subas applicable. (e) The Stockholders Stockholders’ Representative hereby agrees to do such acts, and execute further documents, as shall be necessary to carry out the provisions of this Agreement and the Escrow Agreement. (f) The Stockholders’ Representative may act pursuant be changed by the Company Stockholders and Additional Holders from time to time upon not less than thirty (30) days’ prior written notice to Parent, provided that holders of a Majority Interest agree to such removal of Xxxxxxx X. Xxxxxxxxxx and any successors thereto and to the advice identity of counsel the substituted agent. A Stockholders’ Representative may resign at any time upon giving at least thirty (30) days’ written notice to the holders of interest in the Escrow Account and the Additional Holders, except that no such resignation will become effective until the appointment of a successor Stockholders’ Representative. Upon notice of resignation of a Stockholders’ Representative or a successor Stockholders’ Representative thereto, the holders of a Majority Interest will agree on a successor Stockholders’ Representative thereto within thirty (30) days after receiving such notice. If holders of a Majority Interest fail to agree upon a successor Stockholders’ Representative within such time, the resigning Stockholders’ Representative will have the right to appoint a successor Stockholders’ Representative, or if a Stockholders’ Representative is not designated within forty-five (45) days after receipt of the initial notice, Parent will designate a successor Stockholders’ Representative that is a Company Stockholder or an affiliate thereof. Any successor Stockholders’ Representative will execute and deliver an instrument accepting such appointment and, without further acts, will be vested with respect all the rights, powers, and duties of the predecessor Stockholders’ Representative as if originally named as Stockholders’ Representative, and thereafter the resigning Stockholders’ Representative will be discharged from any further duties and liability under this Agreement. No bond will be required of any Stockholders’ Representative, and no Stockholders’ Representative will receive compensation for his, her or its services. Notices or communications to any matter or from the Stockholders’ Representative will constitute notice to or from each of the Company Stockholders and the Additional Holders, as applicable, for all matters relating to this Agreement and shall Agreement. For purposes of this Section 12.13, “Majority Interest” means, collectively, the holders of a majority in interest of the Indemnifying Holders based on their respective Indemnifying Holder Percentages. (g) The Stockholders’ Representative will not be liable for any action taken act done or omitted by it hereunder as the Stockholders’ Representative while acting in good faith. The Escrow Holders will severally indemnify the Stockholders’ Representative (in proportion to their relative interests in the Escrow Funds) and hold the Stockholders’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Stockholders’ Representative and arising out of or in connection with the acceptance or administration of such Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representative. The Stockholders’ Representative will be entitled to the advance and reimbursement of costs and expenses incurred by or on behalf of the Stockholders’ Representative in the performance of their duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representative, in accordance with the terms of the Escrow Agreement. (h) A decision, act, consent, or instruction of the Stockholders’ Representative relating to this Agreement will constitute a decision of the Company Stockholders and the Additional Holders, as applicable, and will be final, binding, and conclusive upon each such holder. Parent, and all other persons entitled to indemnification under the Escrow Agreement or any other document or agreement entered into in connection herewith or therewith (the “Indemnified Persons”), may rely upon any such decision, act, consent, or instruction of the Stockholders’ Representative as being the decision, act, consent, or instruction of the Company Stockholders and the Additional Holders, as applicable. Parent and all other Indemnified Persons are hereby relieved from any liability to any Person for any acts done by them in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Orderdecision, certificationact, demandconsent, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity instruction of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Stockholders’ Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The parties to this Agreement shall cooperate with the Stockholders Representative shall be and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. The Stockholders Representative may communicate with any Stockholder or any other Person concerning his responsibilities hereunder, but it is not required to do so. The Stockholders Representative has a duty to serve in good faith the agent and attorney-in-fact for each interests of the StockholdersStockholders and other stockholders of the Company who designate the Stockholders Representative to act as such, the RSU Holders and the Optionholders to perform its designated role under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Escrow Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by but the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party have no financial liability whatsoever to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. Person relating to its service hereunder (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to including any action taken or omitted to be taken taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. The Stockholders Representative may resign at any time by notifying in writing Parent, the Company and the Stockholders. (a) The Stockholders Representative represents and warrants to the Company, Parent and Merger Sub: (i) that it has all necessary power, authority and capacity to execute and deliver this Agreement and to perform its obligations under Sections 3.02, 3.03, 3.04, 9.04, 9.08 and 9.09; (ii) the execution, delivery and performance of this Agreement by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such has been duly and validly authorized by all necessary action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, Representative and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (eiii) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is validly executed and delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Stockholders Representative, enforceable against it in the performance accordance with its terms, except that such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or discharge other similar laws relating to creditors’ rights generally, (y) general principles of its duties pursuant to this Section 10.12equity (whether applied in a proceeding at law or in equity) and (z) any implied covenant of good faith and fair dealing.

Stockholders’ Representative. (a) Each Stockholder, by signing this Agreement, designates Stuart Mill Capital LLC, a Delaware limited liability company ("Stuart Mill"), as the "Stockholders' Representative" for purposes of this Agreement. The Stockholders Representative and their successors shall be the agent bound by any and attorney-in-fact for each of all actions taken by the Stockholders, the RSU Holders and the Optionholders ' Representative on their behalf under or otherwise relating to this Agreement and the other agreements transactions contemplated hereby in accordance with the terms hereunder as if such actions were expressly ratified and confirmed by each of this Section 10.12them. In the event Stuart Mill is unable or unwilling to serve or shall resign, the Stockholders' Representative shall be selected by the holders of a majority of the resignationCompany Capital Stock outstanding immediately prior to the Closing. Each successor Stockholders' Representative shall have all the power, death or incapacity of rights, authority and privileges hereby conferred upon the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders original Stockholders' Representative. (b) The Stockholders Representative is hereby authorized NII and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub FMTTM shall be entitled to rely upon any communication or writings given or executed by the Stockholders' Representative on such appointment behalf of the Stockholders. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to treat all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative as is authorized to accept deliveries, including any notice, on behalf of the duly Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder, RSU Holder with full power in her name and Optionholder. Notices given on her behalf to act according to the Stockholders Representative in accordance with the provisions terms of this Agreement shall constitute notice in the absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with Article 8 of this Agreement. This power of attorney and all authority hereby conferred is granted subject to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment interest of the other Stockholders Representative is an agency coupled with an interest hereunder and is in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, act of any Stockholder, RSU Holder by operation of law, whether by such Stockholder's death, disability or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party event. In performing any of their duties under this Agreement, or upon the claimed failure to any document contemplated by this Agreement in dealing with perform his duties hereunder, the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders' Representative shall not be liable to the Stockholders for any Stockholderdamages, RSU Holderlosses or expenses which they may incur as a result of any act, Optionholder or failure to act under this Agreement or the Escrow Agreement; provided, however, that the Representative shall be liable for damages arising out of actions or omissions that both (i) were taken or omitted not in good faith and (ii) constituted willful default or gross negligence under this Agreement or the Escrow Agreement. Accordingly, the Stockholders' Representative shall not incur any other Person (other than Parent or Merger Sub), such liability with respect to (x) any action taken or omitted to be taken in good faith upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholders' Representative hereunder; or (y) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement or the Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Stockholders' Representative shall in good faith believe to be genuine, to have been signed or presented by the Stockholders purported proper person or persons and to conform with the provisions of this Agreement and the Escrow Agreement. The limitation of liability provisions of this Section shall survive the termination of this Agreement and the resignation of the Stockholders' Representative. The stockholders of the Company shall severally indemnify the Stockholders' Representative in its role as Stockholders Representative under and hold him harmless against any loss, liability or in connection with this Agreementexpense (including any expenses of legal counsel retained by the Stockholders' Representative) incurred without willful default, unless such action or omission results from or arises out of willful misconduct or gross negligence or bad faith on the part of the Stockholders Representative, Stockholders' Representative and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder arising out of or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that acceptance or administration of his duties hereunder; provided, however, no Stockholder shall be liable for indemnity under this sentence for an amount in excess of the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is Merger Consideration delivered to the Stockholders Representativesuch Stockholder under this Agreement. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall be the agent and attorney-in-fact for each of the StockholdersAs used in this Agreement, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders "Stockholders' Representative, " shall mean J.R. Harrxxxxxx xx any person appointed as a successor Stockholders Stockholders' Representative reasonably satisfactory pursuant to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeSection 1.05(b) hereof. (b) The During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Stockholders who, immediately prior to the Closing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to such time (a "Majority"), may, from time to time upon written notice to the Stockholders' Representative and GRS, remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. Furthermore, if the Stockholders' Representative dies, becomes incapacitated, resigns or is hereby authorized and empowered removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to act forfill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholders' Representative within 20 business days from a request by GRS to appoint a successor Stockholders' Representative, GRS shall have the right to appoint a Stockholders' Representative to fill any vacancy so created, and on behalf ofshall advise all those who were holders of Company Common Stock immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative shall be provided to GRS promptly after it shall have been effected. (c) The Stockholders' Representative shall be authorized to take any action and to make and deliver any certificate, any notice, consent or all instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Stockholders' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant the RSU Holders Stockholders' Representative the right and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, to execute the Escrow Agreement and on their behalf with such changes or amendments thereto as the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Stockholders' Representative shall determine to be necessary or desirable in connection with this Agreement, his sole and absolute discretion. Any party receiving an Instrument from the Escrow Agreement, Stockholders' Representative shall have the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled right to rely on in good faith upon such appointment Instrument, and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative act in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, Instrument without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderindependent investigation. (d) The Stockholders Representative GRS shall not be liable have no liability to any Stockholder, RSU Holder, Optionholder Stockholder or to otherwise arising out of the acts or omissions of the Stockholders' Representative or any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by disputes among the Stockholders or with the Stockholders' Representative. GRS may rely entirely on its dealings with, and notices to and from, the Stockholders' Representative in its role as to satisfy any disputed obligations it might have to the Stockholders Representative under or in connection with this Agreement, unless such action any agreement referred to herein or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subotherwise. (e) The Stockholders shall indemnify, defend and hold harmless the Stockholders' Representative may act pursuant to from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the advice of counsel with respect to Stockholders' Representative by any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity person arising out of the service thereof. The Stockholders acts or omissions of the Stockholders' Representative may act in reliance upon or any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to disputes among the Stockholders, unless such Claims allegedly occurred as a result of the Optionholders and the RSU Holders willful misconduct or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred negligence by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12Stockholders' Representative.

Stockholders’ Representative. (a) The Each of the Stockholders Representative shall be and Optionholders does hereby irrevocably make, constitute and appoint Fortis Advisors LLC as such Stockholder’s and/or Optionholder’s exclusive agent, from and after the agent Closing, to act in his name, place and xxxxx, as such Stockholder’s and/or Optionholder’s attorney-in-fact for each fact, to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the other Ancillary Agreements (including in the name of, or on behalf of, such Stockholder and/or Optionholder), (ii) make all elections or decisions entered into in connection with this Agreement and the other Ancillary Agreements, (iii) act on such Stockholder’s and/or Optionholder’s behalf in connection with all obligations and agreements of the Stockholders, the RSU Holders and the Optionholders Stockholder and/or Optionholder under this Agreement and the other agreements contemplated hereby in accordance with Ancillary Agreements, (iv) amend, waive or otherwise change the terms or conditions of this Section 10.12. In the event Agreement or any of the resignationother Ancillary Agreements on behalf of such Stockholder and/or Optionholder, death (v) defend, settle and authorize payments to the Parent Indemnified Parties on behalf of such Stockholder and/or Optionholder in connection with any claim for indemnification made by any Parent Indemnified Parties to Article IX and to initiate and prosecute any claim for indemnification made by or incapacity on behalf of such Stockholder and/or Optionholder pursuant to Article IX, (vi) give and receive on behalf of such Stockholder and/or Optionholder any and all notices from or to any Party under the this Agreement or the other Ancillary Agreements, and (vii) otherwise exercise all rights of such Stockholder and/or Optionholder and otherwise act on behalf of such Stockholder and/or Optionholder under this Agreement or the other Ancillary Agreements and in connection with any of the transactions contemplated by this Agreement or the other Ancillary Agreements, in each case as if such Stockholder and/or Optionholder had personally done such act, and the Stockholders’ Representative hereby accepts such appointment. Notwithstanding the foregoing, the Stockholders’ Representative shall have no obligation to act on behalf of the Stockholders Representativeand the Optionholders, a successor Stockholders except as expressly provided herein and in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Stockholders’ Representative reasonably satisfactory in any ancillary agreement, schedule, exhibit or the Schedules. The death, incapacity, insolvency, liquidation or bankruptcy of any Stockholder or Optionholder shall not terminate such appointment or the authority and agency of the Stockholders’ Representative or the powers, immunities and rights to Parent indemnification granted to the Stockholders’ Representative Group (defined below) hereunder. The power-of-attorney granted in this Section 11.15 and the powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and irrevocable and (ii) shall thereafter be appointed survive the delivery of an assignment by an instrument any Stockholder or Optionholder of the whole or any fraction of his, her or its interest in writing signed by Parent and such successor Stockholders Representativethe Escrow Fund. (b) The Stockholders Each Stockholder and Optionholder (i) agrees that all actions taken by the Stockholders’ Representative is hereby authorized under this Agreement or the Escrow Agreement shall be binding upon such Stockholder or Optionholder and empowered to act forsuch Stockholder or Optionholder’s successors as if expressly confirmed and ratified in writing by such Stockholder or Optionholder, and on behalf of(ii) waives any and all defenses which may be available to contest, any negate or all disaffirm the action of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution ’ Representative taken in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in good faith under this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub The Stockholders’ Representative shall be entitled to (i) rely, and shall be fully protected in relying, upon any statements furnished to him by any Stockholder and/or Optionholder, Parent, MergerCo, any employee of the Company, any attorneys, accountants and other third Persons or any other evidence deemed by the Stockholders’ Representative to be reliable, and the Stockholders’ Representative shall be entitled to act on the advice of counsel selected by him, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on such appointment and to treat behalf of the Stockholders Representative as the duly appointed attorney-in-fact of each applicable Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this AgreementOptionholder or other party. (c) The appointment Stockholders’ Representative shall be entitled to retain counsel acceptable to him and to incur such expenses as the Stockholders’ Representative deems to be necessary or appropriate in connection with his performance of his obligations under this Agreement and the Stockholders other Ancillary Agreements, and all such fees and expenses (including reasonable attorneys’ fees and expenses) incurred by the Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken shall be borne by the Stockholders Representative pursuant to the authority granted and Optionholders in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing accordance with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholdertheir respective Allocation Percentages. (d) Certain Stockholders and Optionholders have entered into an engagement agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (such Stockholders and Optionholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Stockholders and Optionholders hereby acknowledge and agree that, to the maximum extent permitted by applicable law, (i) neither the Stockholders’ Representative (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Stockholders’ Representative Group”) shall have any liability to the Stockholders or Optionholders for any acts or omissions taken by the Stockholders’ Representative in his capacity as such; and (ii) the Stockholders and Optionholders waive any fiduciary and other duties that the Stockholders’ Representative may owe to the Stockholders and Optionholders in his capacity as such. The Stockholders and Optionholders hereby agree on a several, pro rata basis in accordance with their respective Allocation Percentages, to indemnify the Stockholders’ Representative Group (in its capacity as such) against, and to defend and hold the Stockholders’ Representative Group (in its capacity as such) harmless from, any and all Losses of whatever kind which may at any time be imposed upon, incurred by or asserted against the Stockholders’ Representative in such capacity in any way relating to or arising out of his actions or failures to take action pursuant to this Agreement or any other Ancillary Agreement. Such Losses may be recovered first, from the Stockholders’ Expense Amount, second, from any distribution of the Escrow Fund otherwise distributable to the Stockholders and Optionholders at the time of distribution, and third, directly from the Stockholders and Optionholders. The Stockholders and Optionholders acknowledge that the Stockholders’ Representative shall not be liable required to expend or risk its own funds or otherwise incur any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, financial liability in the exercise or performance of his any of its powers, rights, duties or privileges or administration of its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subduties. (e) The Stockholders Stockholders’ Representative may act pursuant resign at any time, and may be removed by the vote of a majority in interest of the Stockholders and Optionholders according to each Stockholders and Optionholder’s pro rata share. The immunities and rights to indemnification shall survive the advice resignation or removal of counsel with respect to the Stockholders’ Representative or any matter relating to member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) The provisions of this Section 11.15 shall not in no way impose any obligations on Parent, MergerCo or the Company. In particular, notwithstanding any notice received by Parent, MergerCo or the Company to the contrary, and absent bad faith or willful misconduct, Parent, MergerCo or the Company (i) shall be liable for any action taken or omitted by it fully protected in good faith in accordance with such advice. The Stockholders Representative relying upon and shall be entitled to rely upon any Orderupon, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered shall have no liability to the Stockholders Representative. (f) Upon any disbursement or Optionholders with respect to, actions, decisions and determinations of amounts from the Indemnity Escrow Account to the Stockholders’ Representative and (ii) shall be entitled to assume that all actions, decisions and determinations of the Optionholders Stockholders’ Representative are fully authorized by, and the RSU Holders or the payment shall be binding upon, all of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12Optionholders.

Stockholders’ Representative. (a) The Stockholders Representative shall be In order to administer efficiently the agent and attorney-in-fact for each receipt of the StockholdersCash Payment, Additional Consideration and certificates for the Buyer Common Stock, the RSU Holders and Company Stockholders hereby designate Xxxxxxx Xxxxxx as their representative (the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders "Stockholders' Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative"). (b) The Company Stockholders hereby authorize the Stockholders' Representative is hereby authorized to receive the Cash Payment and empowered the certificates for the Buyer Common Stock due to act for, them at Closing under the terms of this Agreement and to give a valid receipt on their behalf of, any for such monies and certificates (which receipt shall be an absolute discharge to the Buyer in respect of its obligation to satisfy the Cash Payment and delivery of such certificates). The Buyer shall be under no obligation to enquire as to the allocation of the Cash Payment and certificates amongst the Company Stockholders who shall have no claim against the Buyer as a result of the acts or all omissions of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, ' Representative made or deemed by the Stockholders Representative purported to be necessary or desirable in connection with made pursuant to this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or thereinSection 1.6. Parent and Merger Sub The Cash Payment shall be entitled to rely on such appointment and to treat paid into the Stockholders Representative as the duly appointed attorneyfollowing bank account: Bank: Chase Manhattan Bank, NYC Bank or Sort Code: 021 000 021 Account No: 066-in198038 For further credit to: Account No: 309-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement.79513-1-7-051 Name: Xxxxxxx Xxxxxx Special (c) The appointment Additional Consideration, (if any) shall be paid to the Stockholders' Representative in the case of cash to the bank account set out above or in the case of certificates for the Buyer Common Stock by delivery to the Stockholders' Representative (whose receipt shall be an absolute discharge to the Buyer in respect of its obligation to satisfy the Additional Consideration). The Buyer shall be under no obligation to enquire as to the allocation of the Additional Consideration amongst the Company Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by who shall have no claim against the Stockholders Representative pursuant to Buyer as a result of the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions acts or omissions of the Stockholders Representative constituting willful misconduct made or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted purported to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.121.6. The Company Stockholders hereby authorize the Stockholders' Representative to distribute the Additional Consideration (if any) amongst them or any of them in such proportions or amounts as the Stockholders' Representative and the Warrantors in their absolute discretion consider appropriate.

Stockholders’ Representative. (a) The Owner and the Company hereby and, by virtue of the Requisite Consent Action all of the Stockholders Representative shall be the also, irrevocably make, constitute and appoint Rxxxxxx X. Xxxxx, Xx., as their agent and attorney-in-fact for each (individually or collectively the "Stockholders' Representative") and authorize and empower him to fulfill the role of Stockholders’ Representative hereunder. As to the Stockholders who do not execute the Requisite Consent Action, the Company has joined this Section 14.02 to authorize the Stockholders, the RSU Holders ' Representative to act in a ministerial and the Optionholders administrative capacity for such Stockholders under this Agreement and the other agreements contemplated hereby in accordance with Escrow Agreement. If the terms Stockholders' Representative should die or become incapacitated, his or her successor shall be appointed within fifteen (15) calendar days of this Section 10.12. In the event of the resignation, his or her death or incapacity by a majority of the Stockholders Representativeremaining Stockholders, and any such successor shall be a Stockholder or an officer of a Stockholder and shall agree in writing to accept such appointment. The choice of a successor Stockholders Stockholders' Representative reasonably satisfactory to Parent appointed in any manner permitted above shall thereafter be appointed by an instrument in writing signed by Parent final and such binding upon all of the Stockholders. The decisions and actions of any successor Stockholders RepresentativeStockholders' Representative shall be, for all purposes, those of the Stockholders' Representative as if originally named herein. (b) The Stockholders Representative is hereby authorized Each Stockholder has made, constituted and empowered to act for, appointed and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders execution of this Agreement or the Requisite Consent Action hereby or thereby irrevocably makes, constitutes and appoints each Stockholders' Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby acting alone as such person's true and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed lawful attorney-in-fact and agent, for such person and in such person's name, place and stead for all purposes necessary or desirable in order for the Stockholders' Representative to take the actions contemplated by the Transaction Documents on behalf of each Stockholderthe Stockholders, RSU Holder with the ability to execute and Optionholder. Notices given deliver all instruments, certificates and other documents of every kind incident to the Stockholders foregoing to all intents and purposes and with the same effect as such Stockholder could do personally, and each Stockholder hereby or thereby ratifies and confirms as his, her or its own act, all that the Stockholders' Representative in accordance with shall do or cause to be done pursuant to the provisions of this Section 14.02. All notices under Section 14.01 and all other notices and communications directed to Stockholders under this Agreement shall constitute notice be given to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement' Representative. (c) The appointment death of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, incapacity of any Stockholder, RSU Holder or Optionholder Stockholder shall not terminate the authority and agency of the Stockholders Stockholders' Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Owner hereby agrees to indemnify the Stockholders' Representative shall not be liable and to hold him or her harmless against any Stockholderand all loss, RSU Holder, Optionholder liability or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence expense incurred without bad faith on the part of the Stockholders Stockholders' Representative and arising out of or in connection with his or her duties as Stockholders' Representative, and including the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Stockholders' Representative in the performance defending against any claim or discharge of its duties pursuant to this Section 10.12liability in connection herewith.

Stockholders’ Representative. (a) The In the event the Stockholders Representative shall be approve the Merger, effective upon such vote and without any further action by the Stockholders, the Company and, by their approval and adoption of this Agreement, the Stockholders hereby appoint the Principal Officer as agent and attorney-in-fact (as such, the “Stockholders’ Representative”) for each Stockholder receiving Bionik Common Stock in the Merger, for and on behalf of the Stockholders, . The Stockholders’ Representative shall have full power and authority to represent all of the RSU Holders Stockholders and the Optionholders their successors with respect to all matters arising under this Agreement and the other agreements contemplated hereby in accordance with Escrow Agreement and all actions taken by the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders’ Representative hereunder and thereunder shall be binding upon all such Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument and their successors as if expressly confirmed and ratified in writing signed by Parent each of them and such successor Stockholders Representative. (b) no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholders Stockholders’ Representative is hereby authorized shall take any and empowered to act for, all actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of, any or all of the Stockholders, as fully as if the RSU Holders Stockholders were acting on their own behalf, including, without limitation, executing the Escrow Agreement as Stockholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholders’ Representative or any Stockholder, interpreting all of the terms and provisions of this Agreement and the Optionholders Escrow Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Stockholders pursuant to Section 6.2 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with full power of substitution in Bionik and its agents regarding such claims, dealing with Bionik and the premises) in connection Escrow Agent under this Agreement and the Escrow Agreement and Bionik under the Registration Rights Agreement with such respect to all matters as are reasonably necessary for the consummation and administration of the transactions contemplated in arising under this Agreement, the Escrow Agreement and the Registration Rights Agreement, taking any and all other agreements actions specified in or contemplated by this Agreement, the Escrow Agreement and the Registration Rights Agreement, and engaging counsel, accountants or other Stockholders’ Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, the Escrow Agreement and the Registration Rights Agreement and to consent to any amendment hereof or thereof on behalf of all such Stockholders and such successors. Notwithstanding the foregoing, each Stockholder shall have the right to exercise any voting rights appertaining to the Indemnity Escrow Shares. (b) The Company hereby authorizes the Stockholders’ Representative, on its and therebythe Stockholders’ behalf (and by their approval of this Agreement and the Merger, including executing the Stockholders hereby authorize the Stockholders’ Representative), to: (i) Receive all notices or documents given or to be given to any of the Stockholders by Bionik pursuant hereto or the Escrow Agreement or the Registration Rights Agreement or in connection herewith or therewith and delivering to receive and accept service of legal process in connection with any suit or proceeding arising under this Agreement, the Escrow Agreement or the Registration Rights Agreement; (ii) Deliver to Bionik at the Closing all agreementscertificates and documents to be delivered to Bionik by any of the Stockholders pursuant to this Agreement, amendmentstogether with any other certificates and documents executed by any of the Stockholders and deposited with the Stockholders’ Representative for such purpose; (iii) Engage counsel, certificates, receipts, consents, elections, instructions and such accountants and other documents contemplated by, or deemed by advisors for any of the Stockholders Representative to be necessary or desirable and incur such other expenses on behalf of any of the Stockholders in connection with this Agreement, the Escrow Agreement, Agreement or the other agreements contemplated hereby and thereby Registration Rights Agreement and the transactions contemplated herein hereby or therein. Parent and Merger Sub shall be entitled to rely thereby as the Stockholders’ Representative may in its sole discretion deem appropriate; and (iv) Take such action on such appointment and to treat behalf of any of the Stockholders Representative as the duly appointed attorney-in-fact Stockholders’ Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of each Stockholder, RSU Holder and Optionholder. Notices given Bionik contained in this Agreement or in any document delivered by Bionik pursuant hereto; (B) waiving the fulfillment of any of the conditions precedent to the Company’s obligations hereunder or pursuant to the Escrow Agreement or the Registration Rights Agreement; (C) taking such other action as the Stockholders’ Representative or any of the Stockholders Representative in accordance with is authorized to take under this Agreement, the provisions Escrow Agreement or the Registration Rights Agreement; (D) receiving all documents or certificates and making all determinations, on behalf of this Agreement shall constitute notice to any of the Stockholders, RSU Holders and the Optionholders for all purposes required under this Agreement, the Escrow Agreement or the Registration Rights Agreement; (E) all such other matters as the Stockholders’ Representative may in its sole discretion deem necessary or appropriate to consummate this Agreement, the Escrow Agreement or the Registration Rights Agreement and the transactions contemplated hereby and thereby; and (F) all such action as may be necessary after the Closing Date to carry out any of the transactions contemplated by this Agreement, the Escrow Agreement and the Registration Rights Agreement, including, without limitation, the defense and/or settlement of any claims for which indemnification is sought pursuant to Article VI and any waiver of any obligation of Bionik or the Surviving Company. All actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder nor any other Person shall have any claim or cause of action against the Stockholders’ Representative, and the Stockholders’ Representative shall have no liability to any Stockholder or any other Person, for any action taken, decision made or instruction given by the Stockholders’ Representative in connection with the Escrow Agreement, the Registration Rights Agreement or this Agreement, except in the case of his own willful misconduct. (c) The appointment of Stockholders’ Representative shall incur no liability to the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by or the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of Escrow Agent or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a majority in interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for his own willful misconduct. The Stockholders’ Representative shall be indemnified for and shall be held harmless against any loss, liability or expense incurred by the Stockholders Stockholders’ Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in its role each case relating to the Stockholders’ Representative’s conduct as Stockholders Representative under Stockholders’ Representative, other than such losses, liabilities or expenses resulting from the Stockholders’ Representative’s willful misconduct in connection with its performance under this Agreement, unless such action or omission results from or arises out the Escrow Agreement and the Registration Rights Agreement. This indemnification shall survive the termination of willful misconduct or gross negligence on the part this Agreement. For all purposes hereunder, a majority in interest of the Stockholders Representativeshall be determined on the basis of each Stockholder’s ownership of Company Common Stock immediately prior to the Effective Time (assuming the exercise or conversion of all Company Preferred Stock outstanding immediately prior to the Effective Time). The Stockholders’ Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to the Stockholders or the Escrow Agent or any Stockholderother person. In no event shall the Stockholders’ Representative be liable hereunder or in connection herewith for any indirect, RSU Holder punitive, special or Optionholder in consequential damages. (d) The Stockholders’ Representative shall have reasonable assistance of Bionik’s officers and employees for purposes of performing the event that, in the exercise of his or its reasonable judgmentStockholders’ Representative’s duties under this Agreement, the Escrow Agreement or the Registration Rights Agreement and exercising its rights under this Agreement, the Escrow Agreement and the Registration Rights Agreement, including for the purpose of evaluating any Indemnity Claim against the Indemnity Escrow Amount by Bionik; provided that the Stockholders’ Representative shall treat confidentially and not, except in connection with enforcing its rights or the rights of the Stockholders Representative believes there will not be adequate resources available hereunder or under this Agreement, and the Escrow Agreement, disclose any nonpublic information from or concerning any Indemnity Claim to cover potential costs anyone (except to the Stockholders’ Representative’s attorneys, accountants or other advisers, to Stockholders, to the arbitrators appointed to resolve disputes pursuant to this Agreement, and expenses on a need-to-know basis to contest a claim made by Parent or Merger Subother individuals who agree to keep such information confidential). (e) The Stockholders Representative may act pursuant to In the advice performance of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders his duties hereunder, the Stockholders’ Representative shall be entitled to rely upon any Orderdocument or instrument reasonably believed by him to be genuine, certification, demand, notice, instrument accurate as to content and signed by any Stockholder or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereofBionik. The Stockholders Stockholders’ Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person any person purporting to give receipt or advice or make any statement or execute any document notice in connection accordance with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall be the agent and attorney-in-fact for each of the StockholdersAs used in this Agreement, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders "Stockholders' Representative, " shall mean Robexx Xxxxxxxxxx xx any person appointed as a successor Stockholders Stockholders' Representative reasonably satisfactory pursuant to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeSection 1.06(b) hereof. (b) The During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Stockholders who, immediately prior to the Closing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to such time (a "Majority"), may, from time to time upon written notice to the Stockholders' Representative and GRS, remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. Furthermore, if the Stockholders' Representative dies, becomes incapacitated, resigns or is hereby authorized and empowered removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to act forfill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholders' Representative within 20 business days from a request by GRS to appoint a successor Stockholders' Representative, GRS shall have the right to appoint a Stockholders' Representative to fill any vacancy so created, and on behalf ofshall advise all those who were holders of Company Common Stock immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative shall be provided to GRS promptly after it shall have been effected. (c) The Stockholders' Representative shall be authorized to take any action and to make and deliver any certificate, any notice, consent or all instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Stockholders' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant the RSU Holders Stockholders' Representative the right and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, to execute the Escrow Agreement and on their behalf with such changes or amendments thereto as the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Stockholders' Representative shall determine to be necessary or desirable in connection with this Agreement, his sole and absolute discretion. Any party receiving an Instrument from the Escrow Agreement, Stockholders' Representative shall have the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled right to rely on in good faith upon such appointment Instrument, and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative act in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, Instrument without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderindependent investigation. (d) The Stockholders Representative GRS shall not be liable have no liability to any Stockholder, RSU Holder, Optionholder Stockholder or to otherwise arising out of the acts or omissions of the Stockholders' Representative or any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by disputes among the Stockholders or with the Stockholders' Representative. GRS may rely entirely on its dealings with, and notices to and from, the Stockholders' Representative in its role as to satisfy any obligations it might have to the Stockholders Representative under or in connection with this Agreement, unless such action any agreement referred to herein or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subotherwise. (e) The Stockholders shall indemnify, defend and hold harmless the Stockholders' Representative may act pursuant to from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the advice of counsel with respect to Stockholders' Representative by any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity person arising out of the service thereof. The Stockholders acts or omissions of the Stockholders' Representative may act in reliance upon or any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to disputes among the Stockholders, unless such Claims allegedly occurred as a result of the Optionholders and the RSU Holders willful misconduct or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred negligence by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12Stockholders' Representative.

Stockholders’ Representative. (a) The Stockholders By virtue of the adoption of this Agreement, the Effective Time Holders irrevocably nominate, constitute and appoint the Stockholders’ Representative shall be as the agent and true and lawful attorney-in-fact for each of the StockholdersEffective Time Holders, with full power of substitution, to act in the RSU Holders name, place and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event stead of the resignationEffective Time Holders for purposes of executing, death modifying, amending or incapacity of waiving any documents and taking any actions that the Stockholders RepresentativeStockholders’ Representative may, a successor Stockholders Representative reasonably satisfactory in its sole discretion, determine to Parent shall thereafter be appointed by an instrument necessary, desirable or appropriate in writing signed by Parent and such successor Stockholders Representativeconnection with consenting to, compromising, objecting to or settling any claim for indemnification, compensation or reimbursement under Article 10 or under the Escrow Agreement. (b) The Stockholders Effective Time Holders grant to the Stockholders’ Representative is hereby authorized full authority to execute, deliver, acknowledge, certify and empowered to act for, and file on behalf of, of the Effective Time Holders (in the name of any or all of the Effective Time Holders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the RSU Holders and Stockholders’ Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 11.04(a). Notwithstanding anything to the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated contrary contained in this AgreementAgreement or in any Other Transaction Document: (i) each Parent Indemnified Person shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to any claim for indemnification, the Escrow Agreement and the other agreements contemplated hereby and therebyadjustment, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, compensation or deemed by the Stockholders Representative to be necessary reimbursement under Article 10 or desirable in connection with this Agreement, under the Escrow Agreement, the other agreements contemplated hereby ; and thereby and the transactions contemplated herein or therein. (ii) each Parent and Merger Sub Indemnified Person shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on such appointment and any document executed or purported to treat the Stockholders Representative as the duly appointed attorney-in-fact be executed on behalf of each Stockholder, RSU any Effective Time Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to by the Stockholders’ Representative, RSU Holders and on any other action taken or purported to be taken on behalf of any Effective Time Holder by the Optionholders for all purposes under this AgreementStockholders’ Representative, as fully binding upon such Effective Time Holder. (c) The appointment Effective Time Holders recognize and intend that the power of the Stockholders Representative attorney granted in Section 11.04(a): (i) is an agency coupled with an interest and is irrevocable and any action taken irrevocable; (ii) may be delegated by the Stockholders Representative pursuant to Stockholders’ Representative; and (iii) shall survive the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, incapacity of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderEffective Time Holder. (d) If the Stockholders’ Representative shall die, resign, become disabled or otherwise be unable to fulfill its responsibilities hereunder, the Effective Time Holders shall (by consent of at least a majority in interest of the Effective Time Holders), within 30 days after such death, disability or inability, appoint a successor to the Stockholders’ Representative (who shall be reasonably satisfactory to Parent) and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Stockholders’ Representative as the “Stockholders’ Representative” hereunder. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to the Effective Time Holders. (e) Parent shall pay the Stockholders’ Representative Amount directly to the Stockholders’ Representative at the Closing to be used as determined by the Stockholders’ Representative to satisfy costs, expenses and/or liabilities of the Stockholders’ Representative in connection with matters related to this Agreement and/or the Other Transaction Documents, with any balance of the Stockholders’ Representative Amount not used for such purposes to be paid by the Stockholders’ Representative to the Effective Time Holders in accordance with their respective Pro Rata Shares. (f) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to Effective Time Holder for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by the Stockholders hereunder as Stockholders’ Representative while acting in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, good faith and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent any act done or Merger Sub. (e) The Stockholders Representative may act omitted pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness conclusive evidence of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativesuch good faith. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Each of (i) the Company Stockholders, by the requisite approval and adoption of this Agreement, and the Diamond Castle Entities exercise of the drag along rights pursuant to the Stockholders Letter Agreement and (ii) DLJ, irrevocably appoint the Stockholders’ Representative shall be the as their agent and attorney-in-fact for to act on behalf of each Company Stockholder and DLJ, in connection with and to facilitate the consummation of the transactions contemplated hereby. The Stockholders’ Representative is authorized: (i) to take all action necessary to consummate the transactions contemplated hereby, or the RSU Holders defense and/or settlement of any claims for which MCC or any other MCC Indemnified Party may seek indemnity pursuant to this Article VIII and the Optionholders Escrow Agreement, (ii) to prosecute on behalf of the Company Stockholders and DLJ indemnification claims against MCC or the Surviving Company under this Article VIII, (iii) to give and receive all notices required to be given under this Agreement and the other agreements Escrow Agreement and (iv) to take any and all additional action as is contemplated hereby in accordance with to be taken by the Stockholders’ Representative or by or on behalf of the Company Stockholders and DLJ by the terms of this Section 10.12. In Agreement or any Ancillary Agreement; provided, however, that the event powers conferred above shall not authorize or empower the Stockholders’ Representative to do or cause to be done any of the resignationforegoing in a manner that improperly discriminates between or among the Company Stockholders and DLJ, death and provided further that the Stockholders’ Representative shall not be entitled to, and shall not, take any action that would or incapacity could (y) result in the amounts payable hereunder to any Company Stockholder or DLJ being distributed in any manner other than as set forth in this Agreement and the Escrow Agreement or (z) result in any Company Stockholder or DLJ having any indemnity or other obligations or liabilities under this Agreement (including, for the avoidance of doubt, any adverse change to the nature of the Stockholders Representativeindemnity obligations), a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and excess of those set forth in this Article VIII, without (in each case) such successor Stockholders RepresentativeCompany Stockholder’s or DLJ’s prior written consent, as applicable. (b) The Stockholders Representative is hereby authorized To the fullest extent permitted by Law, all decisions and empowered to act foractions by the Stockholders’ Representative, and on behalf ofincluding, without limitation, any agreement between the Stockholders’ Representative and MCC relating to (i) the defense or settlement of any claims for which any indemnifying parties may be required to indemnify any MCC Indemnified Party or Parties pursuant to this Article VIII and the Escrow Agreement or (ii) the defense or settlement of any claims for which any indemnifying parties may be required to indemnify any Stockholder Indemnified Party or Parties pursuant to this Article VIII, shall be binding upon all of the Stockholdersapplicable parties, and subject to 8.5(a), neither any Company Stockholder nor DLJ shall have the RSU Holders and right to object, dissent, protest or otherwise contest the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreementsame. (c) The appointment Stockholders’ Representative shall not have any liability to the Company Stockholders, DLJ, MCC, the Company or their respective Affiliates for any act done or omitted hereunder or under any Ancillary Agreement as Stockholders’ Representative (except in the case of willful misconduct or fraud). The Stockholders’ Representative shall be indemnified, held harmless and defended by the Company Stockholders and DLJ from and against all Losses arising out of or in connection with (i) the Stockholders’ Representative’s actions taken, or omissions to act, arising out of, in connection with, or otherwise with respect to this Agreement and the Escrow Agreement, and (ii) actions taken with respect to this Agreement and the Escrow Agreement believed by the Stockholders’ Representative to be within the scope of its authority; provided that such Losses do not arise out of the Stockholders willful misconduct or fraud of the Stockholders’ Representative. The parties acknowledge and agree that the Stockholders’ Representative is an agency coupled a party to this Agreement solely for the convenience of the parties in connection with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to performance of the authority granted duties described in this Section 10.12 shall be effective 8.5 and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or no other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderpurpose. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person To the fullest extent permitted by Law and (other than Parent or Merger Sub), i) with respect to any action taken or omitted to be taken by the Stockholders Representative in its role Company Stockholders, as Stockholders Representative a result of exercise of the drag along rights under or in connection with this the Investors’ Shareholders Agreement and the Management Shareholders Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.and

Stockholders’ Representative. (a) The Stockholders Representative shall be hereby appoint Xxxxxxx Xxxxx (previously defined as the Stockholders’ Representative) as agent and attorney-in-attorney in fact for each Stockholder, for and on behalf of the Stockholders for all matters relating to this Agreement, including to give and receive notices and communications, to authorize Holdback Adjustments in satisfaction of claims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders, ’ Representative for the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event accomplishment of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativeforegoing. (b) The Stockholders Representative is hereby authorized and empowered to Stockholders’ Representatives will not be liable for any act for, and on behalf of, any done or all of omitted hereunder as the Stockholders’ Representative while acting in good faith. The Stockholders will severally indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the RSU Holders part of such Stockholders’ Representative and the Optionholders (with full power arising out of substitution in the premises) or in connection with such matters as are reasonably necessary for the consummation and acceptance or administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and therebysuch Stockholders’ Representative’s duties hereunder, including executing the reasonable fees and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed expenses of any legal counsel retained by the Stockholders Stockholders’ Representative. The Stockholders’ Representative will not be entitled to be necessary receive any compensation from Purchaser or desirable out of the Holdback Amount in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders The Stockholders’ Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute may resign at any time for any reason by giving written notice to a majority in interest of Company Shares outstanding immediately before Closing and a new Stockholders’ Representative will be appointed by a vote of a majority in interest of Company Shares outstanding immediately before Closing, and any such successors will serve and exercise the powers of the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement’ Representative hereunder. (c) The appointment A decision, act, consent, or instruction of the Stockholders Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement will constitute a decision of all Stockholders and shall not will be liable final, binding, and conclusive upon each of the Stockholders. Purchaser may rely upon any such decision, act, consent, or instruction of the Stockholders’ Representative as being the decision, act, consent, or instruction of each and every holder of interest in the Holdback Amount. Purchaser is hereby relieved from any liability to any Person for any action taken or omitted acts done by it in good faith them in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Orderdecision, certificationact, demandconsent, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity instruction of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Stockholders’ Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Dx. Xxxx Pxxxxx, a director of the Company immediately prior to the Effective Time, is hereby appointed as the representative of the Company Stockholders, from and after the Effective Time, in connection with each Transaction Document and the Transactions (“Stockholders’ Representative”). Stockholders’ Representative shall have full power and authority to represent all of the Company Stockholders and their successors, assigns, heirs and representatives with respect to all matters arising under the Transaction Documents and all actions taken by Stockholders’ Representative thereunder shall be final, conclusive and binding upon all of the agent Company Stockholders and attorney-in-fact for their successors, assigns, heirs and representatives as if expressly confirmed and ratified in writing by each of them, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Stockholders’ Representative shall take any and all actions which he believes are necessary or appropriate under the Transaction Documents for and on behalf of the Company Stockholders, as fully as if the Company Stockholders were acting on their own behalf, including executing the Escrow Agreement as Stockholder Representative, giving and receiving any notice or instruction permitted or required under any of the Transaction Documents by Stockholders’ Representative or any Company Stockholder (including, without limitation, Article VII hereof), interpreting all of the terms and provisions of the Transaction Documents, authorizing payments to be made with respect thereto, dealing with Parent and the Escrow Agent under the Transaction Documents with respect to all matters arising under the Transaction Documents, taking any and all other actions specified in or contemplated by the Transaction Documents and engaging counsel, accountants or other advisors in connection with the foregoing matters. All costs and expenses incurred by Stockholders’ Representative in fulfillment of his duties hereunder (including the fees and expenses of counsel) shall be paid from the Stockholders’ Representative Expense Fund. Without limiting the generality of the foregoing, the RSU Holders Stockholders’ Representative shall have full power and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with authority to interpret all the terms of this Section 10.12. In the event and provisions of the resignation, death or incapacity Transaction Documents and to consent to any amendment thereof on behalf of all of the Company Stockholders Representativeand their successors, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent assigns, heirs and such successor Stockholders Representativerepresentatives. (b) The Stockholders Notwithstanding the foregoing, Stockholders’ Representative is hereby authorized shall (i) give each Company Stockholder copies of any demands, notices or other communications received by him and empowered to act fornotice or any proposed or actual approvals, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreementswaivers, amendments, certificatesrequests, receiptsconsents and instructions, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative in all cases insofar as relevant to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Company Stockholder, RSU Holder and Optionholder. Notices given (ii) not take any action for or on behalf of any Company Stockholder that would, directly or indirectly, in any way (A) reduce the portion of the Merger Consideration payable to such Company Stockholder, (B) terminate any Transaction Document, (C) adversely affect the rights, obligations or financial position of such Company Stockholder under any Transaction Document or the reputation of such Company Stockholder, (D) disproportionately and adversely affect such Company Stockholder or affect such Company Stockholder differently and adversely from the majority of other Company Stockholders Representative or (E) take any regulatory decisions which would affect such Company Stockholder, other than in accordance with the provisions ordinary course of this Agreement shall constitute notice to business of the Stockholders, RSU Holders and the Optionholders for all purposes under this AgreementSurviving Corporation. (c) The appointment of the Stockholders Stockholders’ Representative is an agency coupled with an interest and is irrevocable and shall have no liability to any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Company Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholderthe Surviving Corporation, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to Purchaser for any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreementhereunder, unless such action liability is determined by a judgment of a court of competent jurisdiction to have resulted from the gross negligence or omission results from or arises out of willful misconduct or gross negligence of Stockholders’ Representative. Stockholders’ Representative may, in all questions arising under any Transaction Document, conclusively rely on the part advice of the Stockholders Representativecounsel, and the Stockholders Stockholders’ Representative shall not be liable to any Stockholderthe Company Stockholders for anything done, RSU Holder omitted or Optionholder suffered in the event that, in the exercise of his or its reasonable judgment, the Stockholders good faith by Stockholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subbased on such advice. (ed) The Stockholders From and after the Effective Time, Parent shall protect, defend, indemnify and hold harmless Stockholders’ Representative may act (acting in such capacity after the Effective Time) from and against any and all Damages directly or indirectly arising out of or in connection with the performance by Stockholders’ Representative of his duties and obligations pursuant to each Transaction Document unless such liability is determined by a judgment of a court of competent jurisdiction to have resulted from the advice gross negligence or willful misconduct of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it Stockholders’ Representative (acting in good faith in accordance with such advicecapacity after the Effective Time). The Stockholders Stockholders’ Representative shall be entitled to rely upon indemnification by Parent notwithstanding that any Order, certification, demand, notice, instrument action taken or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders not taken by Stockholders’ Representative may act in reliance upon any instrument conflict with, or signature believed by may be opposed to, the best interests of Parent or its stockholders, it to be genuine and may assume being understood that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative acting on behalf of that party unless written notice to the contrary is delivered to the Company Stockholders in his capacity as Stockholders’ Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge not on behalf of its duties pursuant to this Section 10.12Parent.

Stockholders’ Representative. (a) The Stockholders Representative shall be act as the Stockholder’s representative (the “Stockholder’s Representative”) and as exclusive agent and attorney-in-fact for each to act on behalf of any Stockholder with respect to any and all matters, claims, controversies, or disputes arising out of the terms of this Agreement. The Stockholder’s Representative shall have the power to take any and all actions which the Stockholder’s Representative believes are necessary or appropriate or in the best interests of the Stockholders, as fully as if each such Stockholder was acting on its, his or her own behalf with respect to all matters concerning the RSU Holders Stockholders or any of them following the Closing Date, including for the purpose of administering the Escrow Agreement, settling on behalf of the Stockholders any indemnification claims made by any Indemnified Buyer Party under Section 10, representing the Stockholders in connection with the determination of the Net Working Capital Valuation under Section 2.5, and taking any other action that is specifically delegated to the Stockholder’s Representative hereunder. An Indemnified Buyer Party shall give notice under this Section 10.9 of any claim for indemnification against the Stockholders to the Stockholders and the Optionholders under this Agreement Stockholder’s Representative, and only the Stockholder’s Representative shall be empowered, following such notice, to respond to or take any other agreements contemplated hereby action on behalf of the Stockholders with respect to the claim. The Stockholders shall be bound by any and all actions taken on their behalf by the Stockholder’s Representative in accordance with the terms of this Section 10.12. In the event of the resignationAgreement, death or incapacity of and in particular, the Stockholders Representativeshall be bound by the Escrow Agreement being executed by the Stockholder’s Representative to the same extent as if they were signatories thereto. The Stockholder’s Representative is expressly authorized to execute, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent deliver and such successor Stockholders Representativeperform the Escrow Agreement. (b) The Stockholders authority granted hereunder is deemed to be coupled with an interest. Buyer shall have the right to rely on any actions taken or omitted to be taken by the Stockholder’s Representative is hereby authorized and empowered to as being the act foror omission of any Stockholder, without the need for any inquiry, and on behalf ofany such actions or omissions shall be binding upon each Stockholder, and shall not be liable in any manner whatsoever for any action taken or all of not taken in reliance upon the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, actions taken or deemed not taken or communications or writings given or executed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, Stockholder’s Representative. Except as specifically contemplated by the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Buyer shall be entitled to rely on such appointment and to treat disregard any notices or communications given or made by the Stockholders Representative as unless given or made through the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement’s Representative. (c) The appointment In the event of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder’s Representative or his inability to perform his functions hereunder, RSU Holder or Optionholderthe Stockholders shall choose a successor Stockholder’s Representative by a plurality vote of such Stockholders based upon Closing Shares held immediately prior to the Closing Date. (d) The Stockholders Stockholder’s Representative shall not be liable to any Stockholder, RSU Holder, Optionholder Stockholder or to any other Person (other than Parent or Merger Sub), with respect to Party for any action taken or omitted to be taken by him in his capacity as Stockholder’s Representative except in the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out case of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advicenegligence. The Stockholders shall jointly indemnify the Stockholder’s Representative shall be entitled to rely upon and hold him harmless from and against any Orderloss, certification, demand, notice, instrument liability or other writing delivered to it hereunder without being required to determine the authenticity or the correctness expense of any fact stated therein nature incurred by the Stockholder’s Representative arising out of or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative administration of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders his duties as Stockholder’s Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the performance premises, unless such loss, liability or discharge of its duties pursuant to this Section 10.12expense shall be caused by such Stockholder’s Representative’s willful misconduct or gross negligence.

Stockholders’ Representative. (a) The Stockholders Representative Brazos GP Partners, LLC shall be constituted and appointed as agent (the agent foregoing person and attorney-in-fact any other person duly acting in such capacity as authorized hereunder from time to time, the “Stockholders’ Representative”) for and on behalf of each Former Stakeholder to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of the Former Stakeholders, amendments, consents and waivers under this Agreement pursuant to the terms set forth herein, to make and receive payments on behalf of the Former Stakeholders pursuant to the terms set forth herein, to take such other actions as authorized by this Agreement, including actions in connection with the determination of the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by a vote or written consent by the holders of a majority of the Company Capital Stock on an as-converted basis as of the Closing Date, voting in the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby same manner as would have been voted in accordance with the terms of this Section 10.12. In the event Organizational Documents of the resignationCompany as in effect immediately prior to the Closing Date (the “Majority Stockholders”), death from time to time upon not less than ten (10) days’ prior written notice to Parent. If at any time the Stockholders’ Representative resigns, dies or incapacity becomes incapable of acting, the Majority Stockholders shall immediately choose another Stockholder to act as the Stockholders’ Representative under this Agreement. No such resignation shall be effective until a new Stockholders’ Representative shall be appointed and have confirmed his acceptance of such appointment in writing to Parent. The Former Stakeholder Indemnified Persons may not make a claim for indemnity against Parent pursuant to this Agreement except through the Stockholders’ Representative, who shall make such a claim only upon the written direction of the Stockholders RepresentativeMajority Stockholders. The Stockholders’ Representative may enforce, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent prosecute and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act forsettle any indemnification related claim without directions from the Former Stakeholders or the Former Stakeholder Indemnified Persons, and on behalf of, any or all acts and decisions of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) ’ Representative in connection with such matters as are reasonably necessary for shall be binding on all the consummation Former Stakeholders and administration Former Stakeholder Indemnified Persons. No bond shall be required of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders ’ Representative, and the Stockholders Stockholders’ Representative shall not be liable to any Stockholderreceive no compensation for services provided hereunder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative but shall receive reimbursement from, and be indemnified fromseverally by, the Earn-Out Former Stakeholders, in proportion to the aggregate amount of Merger Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicablereceived by such Former Stakeholders, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, Damages or expenses incurred by the Stockholders Stockholders’ Representative in the performance or discharge of its duties pursuant to this Section 10.1210.13, and, in addition to the foregoing, the Stockholders’ Representative shall be entitled to offset the amount of any such Damages and expenses from any amounts released from the Escrow Fund and the Reserve Account upon its release to the Former Stakeholders prior to the distribution of such funds to the Former Stakeholders in accordance with the terms hereof. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Former Stakeholders. (b) The Stockholders’ Representative will be entitled to engage such counsel, experts and other agents as the Stockholders’ Representative deems necessary or proper in connection with performing the Stockholders’ Representative’s obligations hereunder, and will be promptly reimbursed by the Former Stakeholders for all reasonable expenses, disbursements and advances incurred by the Stockholders’ Representative in such capacity upon demand. Each Former Stakeholder shall indemnify and hold harmless the Stockholders’ Representative pro rata based upon such Former Stakeholders’ pro rata share of the total outstanding shares of the Company Capital Stock on an as-converted basis as of the Closing Date, from any and all Damages that are incurred by the Stockholders’ Representative as a result of actions taken, or actions not taken, by the Stockholders’ Representative herein, except to the extent that such Damages arise from the gross negligence or willful misconduct of the Stockholders’ Representative. The Stockholders’ Representative shall not be liable to the Former Stakeholders for any act done or omitted hereunder as Stockholders’ Representative, excluding acts which constitute gross negligence or willful misconduct. (c) All amounts received by the Stockholders’ Representative on behalf of the Former Stakeholders under this Agreement will be promptly paid by the Stockholders’ Representative to the Former Stakeholders in the proportions required under this Agreement; provided, however, that the Stockholders’ Representative will be entitled to set off any amounts payable to the Stockholders’ Representative under Section 10.13 against amounts otherwise payable to the Former Stakeholders pursuant to this Section 10.13. (d) A decision, act, consent or instruction of the Stockholders’ Representative in respect of any action under this Agreement shall constitute a decision of all of the Former Stakeholders and any other Former Stakeholder Indemnified Persons, whether or not there was any prior consultation with or contrary instructions from any Former Stakeholder, and shall be final, binding and conclusive upon each such Former Stakeholder and other Former Stakeholder Indemnified Persons, and Parent may conclusively rely upon any decision, act, consent or instruction of the Stockholders’ Representative hereunder as being the decision, act, consent or instruction of each and every such Former Stakeholder and any other Former Stakeholder Indemnified Persons. Parent shall be able to rely conclusively on the proper distribution of such amounts by the Stockholders’ Representative among the Former Stakeholders upon receipt by the Stockholders’ Representative of such amounts. Parent is hereby irrevocably relieved from any liability to any Person (including any Former Stakeholder or any other Former Stakeholder Indemnified Persons) for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders’ Representative. (e) The holders of two-thirds of the issued and outstanding Company Capital Stock (on a fully-diluted, as-converted basis) immediately prior to the Effective Time may amend this Section 10.13 from time to time following the date hereof and such amendment shall be binding on all Former Stakeholders. Any such amendment shall not be binding on and shall have no effect on Parent or the Surviving Corporation.

Stockholders’ Representative. (a) The Stockholders and Management Incentive Grant Recipients, by adopting this Agreement and the transactions contemplated hereby, irrevocably appoint the Stockholders’ Representative shall be the as their agent and attorney-in-fact for purposes of (i) the determination of the level of effort applied by Parent or the Surviving Corporation in the operation of the business pursuant to Section 2.2(d), (ii) the determination of the occurrence of the Earn Out Event pursuant to Section 2.2, (iii) the determination of the execution of a Compound Transaction Agreement, (iv) the resolution of any disputes related to the occurrence of the Earn Out Event or the execution of a Compound Transaction Agreement, including the timing thereof, (v) the resolution of any disputes for which a Buyer Indemnified Party or Stockholder Indemnified Party may seek indemnification or offset pursuant to Article VII, (vi) the enforcement of any rights the Stockholders or Management Incentive Grant Recipients may have against Parent or the Surviving Corporation under this Agreement, (vii) amendments to this Agreement pursuant to Section 11.6 and (viii) to do or refrain from doing any further act or deed on behalf of the Stockholders and Management Incentive Grant Recipients which the Stockholders’ Representative deems necessary or appropriate in his, her or its sole discretion relating to the subject matter of this Agreement and the Escrow Agreement. By virtue of the approval of the Merger and this Agreement by the Stockholders, or with respect to the execution and delivery of a Letter of Transmittal as to the Management Incentive Grant Recipients and without any further action of any of the Stockholders and Management Incentive Grant Recipients or the Company, each Stockholder and Management Incentive Grant Recipient (i) agrees that all actions taken by the Stockholders’ Representative under this Agreement or the Escrow Agreement shall be binding upon such Stockholder and Management Incentive Grant Recipient and such Stockholder’s and Management Incentive Grant Recipient’s successors as if expressly confirmed and ratified in writing by such Stockholder and Management Incentive Grant Recipient, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Stockholders’ Representative taken in good faith under this Agreement or the Escrow Agreement. Fortis Advisors LLC hereby accepts its appointment as the Stockholders’ Representative. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to (A) the determination of the level of effort applied by Parent or the Surviving Corporation in the operation of the business pursuant to Section 2.2(d), (B) the RSU Holders determination of the occurrence of an Earn Out Event pursuant to Section 2.2, (C) the determination of the execution of a Compound Transaction Agreement, including the timing thereof, (D) the resolution of any disputes related to the occurrence of the Earn Out Event or the execution of a Compound Transaction Agreement, (E) the resolution of any disputes for which a Buyer Indemnified Party or Stockholder Indemnified Party may seek indemnification or offset pursuant to Article VII, and (F) the Optionholders enforcement of any rights the Stockholders or Management Incentive Grant Recipients may have against Parent or the Surviving Corporation under this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Management Incentive Grant Recipient by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Stockholder or Management Incentive Grant Recipient by the Stockholders’ Representative, as fully binding upon such Stockholder and Management Incentive Grant Recipient. (b) Certain Stockholders have entered into a letter agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with the performance of its services under this Agreement and the other agreements contemplated hereby in accordance with Escrow Agreement (such Stockholders, including their individual representatives, hereinafter referred to as the terms of this Section 10.12“Advisory Group”). In Neither the event Stockholders’ Representative (and its members, managers, directors, officers, contractors, agents and employees) nor any member of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. Advisory Group (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholderscollectively, the RSU Holders “Representative Group”) shall be responsible for any act done or omitted thereunder while acting in good faith and the Optionholders (with full power of substitution in the premises) without gross negligence or willful misconduct in connection with this Agreement and the underlying transactions. Each Stockholder and Management Incentive Grant Recipient shall, only to the extent of and in proportion to the portion of the Acquisition Price, Earn Out Payment (if any) and Compound Transaction Payments (if any) actually received by such matters as are reasonably necessary for Stockholder and Management Incentive Grant Recipient, indemnify the consummation Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative Group and arising out of or in connection with the acceptance or administration of the Representative Group’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Representative Group, in connection with the acceptance and administration of the transactions contemplated Stockholders’ Representative’ duties hereunder (collectively, the “Agent Expenses”). Such Agent Expenses may be recovered directly from each Stockholder and Management Incentive Grant Recipient only to the extent of and in proportion to the portion of the Acquisition Price, Earn Out Payment (if any) and Compound Transaction Payments (if any) actually received by such Stockholder and Management Incentive Grant Recipient. The Stockholders’ Representative shall be entitled to: (i) rely upon any spreadsheet setting forth pro rata portions of the Stockholders and Management Incentive Grant Recipients, (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 and Management Incentive Grant Recipient or other party. The Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of the Stockholders’ Representative duties. The powers, immunities and rights to indemnification granted to the Stockholders’ Representative and the Advisory Group under this Agreement: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Stockholders and Management Incentive Grant Recipients and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Stockholder and Management Incentive Grant Recipient of the whole or any fraction of his, her or its interest in the Earn Out Payment (if any) or Compound Transaction Payment (if any). In addition, the Escrow immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of In the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by event that the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by dispute the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out level of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made effort applied by Parent or Merger Sub. (e) The Stockholders Representative may act the Surviving Corporation in the operation of the business pursuant to Section 2.2(d), the advice occurrence of counsel the Earn Out Event, the execution of a Compound Transaction Agreement, the timing of the execution of such Compound Transaction Agreement or a request for indemnification or setoff under Article VII, then the Stockholders’ Representative shall provide written notice to Parent (the “Dispute Notice”) specifying the amount disputed and the basis for the dispute, together with respect supporting documentation reflecting the analysis and justification thereof. Parent and the Stockholders’ Representative (with the Advisory Group) shall thereafter attempt to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it resolve the dispute set forth in good faith the Dispute Notice in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness Section 7.7 of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativethis Agreement. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative By the adoption of the Mergers, and by receiving the benefits thereof, including any consideration payable hereunder, each of the Sellers shall be deemed to have irrevocably constituted and appointed, and hereby irrevocably constitutes and appoints Shareholder Representative Services LLC to be the “Stockholders’ Representative” as of the Closing, and to be his, her or its representative, agent and attorney-in-fact for each of the Stockholders, the RSU Holders and the Optionholders under all purposes in connection with this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignationancillary hereto, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) to act as agent and representative for and on behalf of Sellers with respect to any matter arising under or in connection with such matters as are reasonably necessary for this Agreement or the consummation and administration Escrow Agreement or the agreements ancillary hereto or thereto. The appointment of the transactions contemplated Stockholders’ Representative as each Seller’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other person or persons to act as agent and to represent such Seller with regard to this Agreement or the Escrow Agreement. The appointment of the Stockholders’ Representative as attorney-in-fact pursuant thereto is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, each of the Sellers has authorized the Stockholders’ Representative to act on its behalf in connection with (i) executing and delivering, on behalf of Sellers, any and all documents or certificates to be executed by Sellers in connection with this Agreement, the Escrow Agreement and the other agreements transactions contemplated hereby and thereby, including executing and delivering all agreements(ii) the Escrow Agreement upon the terms and conditions set forth therein. In connection with the foregoing, amendmentsthe Stockholders’ Representative shall be entitled to retain counsel and to incur such fees, certificates, receipts, consents, elections, instructions costs and other documents contemplated by, or deemed by expenses as the Stockholders Stockholders’ Representative deems to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated appropriate. (b) Shareholder Representative Services LLC hereby (i) confirms its acceptance and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed Stockholders’ Representative and authorization to act as attorney-in-fact and agent on behalf of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative Seller in accordance with the provisions terms of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under Escrow Agreement, and (ii) agrees to perform its obligations hereunder and thereunder and otherwise comply with this Agreement and the Escrow Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub Parent and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative person may conclusively and absolutely rely, without inquiry, upon any act action or decision of the Stockholders Stockholders’ Representative in all matters referred to herein. Parent is entitled to deal exclusively with the Stockholders’ Representative on all matters arising under or in connection with this Agreement or the Escrow Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Stockholders’ Representative with respect to all such matters, for or on behalf of any Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Seller. Any notice or communication delivered by Parent to the Stockholders’ Representative shall be deemed to have been delivered to all Sellers. Parent shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller in connection with any matter arising under or in connection with this Agreement or the Escrow Agreement, unless the same is made, given or executed by the Stockholders’ Representative. Provided that Parent, Merger Sub I, Merger Sub II and the Ultimate Surviving Corporation make the payments to the Payments Administrator pursuant to Section 2.6(a), as adjusted pursuant to Section 2.10, Parent, Merger Sub I, Merger Sub II and the act Ultimate Surviving Corporation shall have no liability to any Seller for the payment of the Stockholder, RSU Holder any amounts due to be paid to such Seller pursuant to this Agreement or Optionholderany Ancillary Agreement. (d) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or will incur no liability in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act services pursuant to the advice of counsel with respect to any matter relating to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action taken or omitted by it in good faith in accordance with such adviceomission pursuant to the advice of counsel. The Stockholders Sellers shall indemnify the Stockholders’ Representative shall be entitled to rely upon against any Orderreasonable, certificationdocumented, demandand out-of-pocket losses, notice, instrument liabilities and expenses (“Representative Losses”) arising out of or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the provisions hereof has event that any such Representative Loss is finally adjudicated to have been duly authorized caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to do sothe extent attributable to such gross negligence or willful misconduct. The Stockholders Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Stockholders’ Representative Reserve Account and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Stockholders’ Representative may conclusively presume that be paid from the undersigned representative aforementioned sources of any party hereto which is an entity other than a natural person has full power and authority funds, this does not relieve the Sellers from their obligation to instruct promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholders Stockholders’ Representative be required to advance its own funds on behalf of that party unless written notice the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary is delivered contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the Stockholders Representativeindemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. (fe) Upon The Stockholders’ Representative Reserve Account will be used for any disbursement expenses incurred by the Stockholders’ Representative. The Sellers will not receive any interest or earnings on the Stockholders’ Representative Reserve Account and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of amounts from bankruptcy. As soon as practicable following the Indemnity Escrow completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative will deliver any remaining balance of the Stockholders’ Representative Reserve Account to the StockholdersPayments Administrator for further distribution to the Sellers. For tax purposes, the Optionholders Stockholders’ Representative Reserve Account will be treated as having been received and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred voluntarily set aside by the Stockholders Representative in Sellers at the performance or discharge time of its duties pursuant to this Section 10.12Closing.

Stockholders’ Representative. (a) The Stockholders Stockholders’ Representative shall have the full and exclusive authority to (i) agree with Parent with respect to any matter or thing required or deemed necessary by the Stockholders’ Representative in connection with the provisions of this Agreement calling for the agreement of Stockholders, give and receive notices on behalf of all Stockholders, and act on behalf of Stockholders in connection with any matter as to which Stockholders are or may be obligated under this Agreement or the agent and attorney-in-fact for each Escrow Agreements, all in the absolute discretion of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders ’ Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premisesii) in connection with such matters as are reasonably necessary for the consummation general, do all things and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and therebyperform all acts, including without limitation executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions instructions, and other instruments or documents contemplated by, or deemed by the Stockholders Stockholders’ Representative to be necessary or advisable in connection with, this Agreement, and (iii) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Article 9 and performance of obligations under Article 3. All decisions by the Stockholders’ Representative shall be binding upon all Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholders’ Representative may communicate with any Stockholder or any other Person concerning his responsibilities hereunder, but it is not required to do so, provided, however, that until the final distribution of the Escrowed Funds, the Stockholders’ Representative shall respond to reasonable requests made by any Stockholder with respect to the Escrow Agreements. The Stockholders’ Representative has a duty to serve in good faith the interests of Stockholders and to perform its designated role under this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to but the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders ’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party have no financial liability whatsoever to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. Person relating to its service hereunder (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to including any action taken or omitted to be taken taken), except that it shall be liable for harm which it directly causes by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out an act of willful misconduct or gross negligence on negligence. Parent acknowledges and agrees that the part of Stockholders’ Representative may resign as Stockholders’ Representative at any time by written notice delivered to each Stockholder and to Parent, and that upon such resignation the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest promptly select a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders successor Stockholders’ Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative By the execution and delivery of this Agreement, each Stockholder shall be the agent deemed to have irrevocably appointed, authorized and directed Wxxxxxx X. Xxxxxxx to act as such Stockholder’s agent, representative, proxy and attorney-in-fact for each the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Stockholders, the rights and powers of the Stockholders hereunder and thereunder. Without limiting the generality of the foregoing, the Stockholders’ Representative shall have full power and authority, and is hereby directed, for and on behalf of the Stockholders, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the RSU Holders Stockholders’ Representative hereunder in connection with the transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Stockholder at the Optionholders Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Stockholder, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all claims against any Stockholder in connection with this Agreement and to settle all such claims on behalf of all Stockholders and exercise any and all rights that the Stockholders are permitted or required to do or exercise under Article X, and in connection with any claim against or by theStockholders under this Agreement. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Stockholders shall constitute agreement to be bound by the actions of the Stockholders’ Representative taken hereunder and thereunder. The parties hereto acknowledge and agree that, as to all matters arising under this Agreement and the Transaction Documents, the Stockholders’ Representative shall act for and on behalf of the Stockholders. When this Agreement or any Transaction Document provides that a determination or any other agreements contemplated hereby in accordance with action or event is conclusive and binding upon theStockholders, such determination, action or event of the terms Stockholders’ Representative shall be conclusive and binding upon the Stockholders. In addition, the Stockholder’s Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 10.12. In 11.15, including, at the event expense of the resignationStockholders, death or incapacity to retain attorneys, accountants and other advisors to assist him in the performance of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativehis duties hereunder. (b) The Stockholders Representative is hereby authorized and empowered Subject to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to Section 11.15(b), the Stockholders’ Representative shall serve as such from the date hereof until the earlier of his removal or the completion of his obligations hereunder. In the event that the Person who is acting as the Stockholders’ Representative is terminated by the Stockholder (which termination shall require the unanimous vote of the Stockholder) or is unable or unwilling to continue to serve as the Stockholders’ Representative, RSU Holders or otherwise ceases to be the Stockholders’ Representative, his successor shall be appointed in accordance with this Section 11.15; provided, however, that the Stockholders’ Representative shall not voluntarily resign without the Stockholders first selecting a successor Stockholders’ Representative (reasonably satisfactory to Buyer) in accordance with this Section 11.15. Upon the termination or resignation of any Stockholders’ Representative, a successor Stockholders’ Representative (and, if necessary, further successor Stockholders’ Representatives) shall be appointed by the Stockholders’ Representative or in the event of his death, the executor of his estate. Any successor to a Stockholders’ Seller Representative shall for purposes of this Agreement be deemed to be, for the time of the appointment thereof, a Stockholders’ Representative and from and after such time, the Optionholders for all purposes under term “Stockholders’ Representative” as used herein shall be deemed to refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (c) The appointment of Stockholders agree that the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted provisions set forth in this Section 10.12 11.15 shall in no way impose any liability or obligation on Buyer other than those explicitly set forth in this Agreement. In particular, notwithstanding in any case any notice received by Buyer to the contrary, Buyer shall be effective fully protected in relying upon and absolutely binding on each Stockholdershall be entitled (i) to rely upon actions, RSU Holder decisions and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions determinations of the Stockholders Stockholders’ Representative constituting willful misconduct or gross negligence. The death or incapacityand (ii) to assume that all actions, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority decisions and agency determinations of the Stockholders Representative. Parent, Merger Sub Stockholders’ Representative are fully authorized and any other party to any document contemplated by this Agreement in dealing with binding upon the Stockholders Stockholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderStockholders. (d) The Stockholders Each Stockholder further agrees that the Stockholders’ Representative (i) shall not be liable incur any liability to any Stockholder, RSU Holder, Optionholder Stockholder for acting or omitting from acting in such capacity if in doing so he acts or omits to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the upon advice of counsel with respect or otherwise acts or omits to any matter relating to this Agreement and act in good faith, (ii) shall not be liable incur any liability for any action taken acting or omitted by it omitting from acting in good faith such capacity in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument the absence of his gross negligence or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative willful misconduct and (iii) may act in reliance or omit to act upon any instrument or signature believed by it him to be genuine and may assume that the any Person purporting to give receipt any notice or advice instruction under this Agreement or make any statement Transaction Document or execute document believed by him to be authorized has been authorized to do so. (e) The Stockholders’ Representative shall act without any document compensation. Notwithstanding the foregoing, each Stockholder hereby unconditionally and irrevocably agrees to pay to the Stockholders’ Representative, promptly upon request and in any event within 10 days of such request, such Stockholder’s prorata share (based, if applicable, on such Stockholder’s relative ownership of the Shares) of any amounts paid, or in the Stockholders’ Representative’s reasonable judgment expected to be paid, by the Stockholders’ Representative on behalf of the Stockholders and agrees to pay such prorata share of any and all costs and expenses (including legal fees and expenses) incurred by the Stockholders’ Representative on behalf of the Stockholders in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative protection, defense, expense or enforcement of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativerights under this Agreement or any Transaction Document. (f) Upon any disbursement of amounts from the Indemnity Escrow Account It is understood and agreed that, notwithstanding anything to the contrary contained in this Section 11.15: (i) each Stockholder (and not the Stockholders’ Representative) shall sign the certificate contemplated by Section 7.1 and any exhibit to this Agreement that calls for the signature of such Stockholder; and (ii) this Section 11.15 shall in no event apply to the Employment Agreement, the Optionholders and the RSU Holders written instructions referred to in Section 1.1(b)(i) or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12New Lease.

Stockholders’ Representative. (a) The Stockholders Representative shall be holders of Non-Series F Securities (by virtue of the approval of the Merger and the adoption of this Agreement) hereby irrevocably nominate, constitute and appoint C. Xxxxxxx Xxxxx as the agent and true and lawful attorney-in-fact for each of the holders of Non-Series F Securities (the “Stockholders’ Representative”), with full power of substitution, to act in the RSU Holders name, place and stead of the Optionholders holders of Non-Series F Securities for purposes of executing any documents and taking any actions that the Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any claim for indemnification, compensation or reimbursement under this Section 7 or under the Escrow Agreement and any defense thereof. C. Xxxxxxx Xxxxx hereby accepts his appointment as the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Stockholders’ Representative. (b) The Stockholders holders of Non-Series F Securities (by virtue of the approval of the Merger and the adoption of this Agreement) grant to the Stockholders’ Representative is hereby authorized full authority to execute, deliver, acknowledge, certify and empowered to act for, and file on behalf of, of the holders of Non-Series F Securities (in the name of any or all of the holders of Non-Series F Securities or otherwise) any and all documents that the Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the RSU Holders and Stockholders’ Representative may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by Section 8.1(a). Notwithstanding anything to the Optionholders (with full power of substitution contrary contained in the premises) this Agreement or in any other Contract executed in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreementhereby, each Indemnitee shall be entitled to deal exclusively with the Escrow Agreement Stockholders’ Representative on all matters relating to Section 7 and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on such appointment and any document executed or purported to treat the Stockholders Representative as the duly appointed attorneybe executed on behalf of any holder of Non-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to Series F Securities by the Stockholders’ Representative, RSU Holders and on any other action taken or purported to be taken on behalf of any holder of Non-Series F Securities by the Optionholders for Stockholders’ Representative, as fully binding upon such holder of Non-Series F Securities. All decisions and actions by the Stockholders’ Representative shall be binding upon all purposes under this Agreementof the holders of Non-Series F Securities, and no holder of Non-Series F Securities shall have the right to object, dissent, protest or otherwise contest such decision or action. (c) The appointment power of the Stockholders Representative attorney granted in Section 8.1(a): (i) is an agency coupled with an interest and is irrevocable and any action taken irrevocable; (ii) may be delegated by the Stockholders Representative pursuant to Stockholders’ Representative; and (iii) shall survive the authority granted in this Section 10.12 shall be effective and absolutely binding on death or incapacity of each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination holders of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderNon-Series F Securities. (d) The Stockholders If the Stockholders’ Representative shall not die, become disabled, resign or otherwise be liable unable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role fulfill his responsibilities as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part agent of the Stockholders holders of Non-Series F Securities, then the holders of Non-Series F Securities who hold a majority in interest of the Escrow Fund shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent and Escrow Agent of the identity of such successor. Unless and until the Escrow Agent shall receive notification of the appointment of such a successor agent, the Escrow Agent may assume that the last Stockholders’ Representative of which it has notice remains in that position. Any such successor shall become the “Stockholders’ Representative” for purposes of Section 7 and this Section 8.1. If for any reason there is no Stockholders’ Representative at any time, and all references herein to the Stockholders Stockholders’ Representative shall not be liable deemed to any Stockholder, RSU Holder or Optionholder in refer to the event that, in the exercise holders of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubNon-Series F Securities. (e) The Stockholders All expenses incurred by the Stockholders’ Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative performance of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the his duties as Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders ’ Representative shall receive reimbursement from, be borne and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred paid exclusively by the Stockholders Representative holders of the Non-Series F Securities in accordance with the performance or discharge terms of its duties pursuant to this Section 10.12the Escrow Charter.

Stockholders’ Representative. Each of the Stockholders and the Company designates Xxxxx Xxxxxxxxx (athe chief financial officer of Xxxxxxxxx) The Stockholders as its representative (the "Stockholders' Representative") for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices and agreeing to and executing amendments and/or modifications to this Agreement. Any such receipt, grant, agreement and/or execution by the Stockholders' Representative shall be valid and binding on the agent Company and each of the Stockholders. The designation by the Company and the Stockholders of such representative may not be revoked without the written consent of Buyer. Each of the Stockholders also appoints the Stockholders' Representative as such Stockholder's custodian and attorney-in-fact to act for such Stockholder in connection with the Escrow Agreement arrangements as contemplated by the terms hereof and thereof, and the Stockholders' Representative hereby accepts such appointment. It is agreed by each of the Stockholders, Stockholders that the RSU Holders Escrow Fund to be held in custody by the Escrow Agent under the Escrow Agreement will be subject to the interests of the Buyer and the Optionholders under Stockholders' Representative as attorney-in-fact; that the arrangements made by such Stockholder hereunder and thereunder are irrevocable; and that the obligations of such Stockholder hereunder shall not be terminated by any acts of such Stockholder, or by operation of law, whether by the death or incapacity of such Stockholder or any other party to this Agreement or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur after the execution of this Agreement and before the other agreements contemplated hereby Closing Date or the delivery of all or any portion of the Escrow Fund to Buyer, the Stockholders' Representative is nevertheless authorized and directed to hold and dispose of the Escrow Fund (and to instruct the Escrow Agent to hold and dispose of the Escrow Fund) in accordance with the terms and conditions of this Section 10.12Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Stockholder's Representative shall have received notice of such death, incapacity or other event. In All decisions and actions by the event of Stockholders' Representative, including without limitation any agreement between the resignation, death Stockholders' Representative and the Buyer or incapacity the Escrow Agent relating to indemnification obligations of the Stockholders Representativeunder this Agreement, a successor Stockholders Representative reasonably satisfactory to Parent including the defense or settlement of any claims and the making of payments with respect hereto, shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or binding upon all of the Stockholders, and no Stockholder shall have the RSU Holders and right to object, dissent, protest or otherwise contest the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders same. The Stockholders' Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given incur no liability to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted suffered by the Stockholders' Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be taken by genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action including the defense or omission results settlement of any claims and the making of payments with respect thereto, except to the extent resulting from or arises out of the Stockholders' Representative's own willful misconduct or gross negligence negligence. The Stockholders' Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the part advice of the Stockholders Representativecounsel, and for anything done, omitted or suffered in good faith by the Stockholders Stockholders' Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in Stockholders. The Stockholders acknowledge and agree that the exercise of his or its reasonable judgment, the Stockholders Stockholders' Representative believes there will not be adequate resources available to cover potential may incur costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. in his capacity as Stockholders' Representative (f) Upon any disbursement "Representative Expenses"). Each of amounts from the Indemnity Escrow Account Stockholders agrees to pay the Stockholders' Representative, promptly upon demand by the Optionholders and the RSU Holders or the payment Stockholders' Representative therefor, such Stockholder's Proportionate Share of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12Expenses.

Stockholders’ Representative. (a) The To the fullest extent permitted by Law, by virtue of the adoption of this Agreement by the Stockholders in accordance with Section 251 of the DGCL, the Stockholders’ Representative shall be is hereby (i) delegated the agent exclusive power and authority with respect to the enforcement of the rights of the Equityholders under this Agreement and the Escrow Agreement and (ii) authorized, directed and appointed, as set forth in the Letters of Transmittal, to act as sole and exclusive agent, attorney-in-fact for each and representative of the StockholdersEquityholders, the RSU Holders with full power of substitution and the Optionholders re-substitution, with respect to all matters under this Agreement and the other agreements Escrow Agreement, including determining, giving and receiving notices and processes hereunder, receiving certain distributions of the Escrow Account or otherwise payable to the Equityholders pursuant to this Agreement for the benefit of the Equityholders, executing and delivering, on behalf of the Equityholders, any and all documents or certificates to be executed by the Equityholders, in connection with this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, granting any waiver, consent or approval on behalf of the Equityholders under this Agreement or the Escrow Agreement, appointing one or more successor Stockholders’ Representatives, contesting and settling any and all claims in accordance respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative hereunder, engaging and employing agents and Representatives and incurring such other costs, fees and expenses as the Stockholders’ Representative shall reasonably deem necessary or prudent in connection with the terms foregoing, taking any action or providing any waiver, or receiving any notice with respect to any claims in respect of this Section 10.12Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, and settling any claim or controversy arising with respect thereto. In Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the event of Stockholders’ Representative consistent herewith, shall, to the resignationfullest extent permitted by Law, death be absolutely and irrevocably binding on each Equityholder as if such Equityholder personally had taken such action, exercised such rights, power or incapacity of authority or made such decision or determination in such Equityholder’s individual capacity, and no Equityholder shall have the Stockholders Representativeright to object, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativedissent, protest or otherwise contest the same. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all appointment of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders ’ Representative as the duly appointed each Equityholder’s attorney-in-fact pursuant to Section 10.18(a) revokes any power of attorney heretofore granted that authorized any other Person to represent such Equityholder with regard to the matters described in Section 10.18(a). The appointment of the Stockholders’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each Stockholder, RSU Holder and Optionholder. Notices given Equityholder pursuant to the Stockholders Representative in accordance with the provisions of this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Equityholder or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall constitute notice survive the delivery of an assignment by any Equityholders of the whole or any fraction of its interest in any payment due to the Stockholders, RSU Holders and the Optionholders for all purposes it under this Agreement. (c) The Stockholders’ Representative xxxxxx accepts the foregoing appointment and agrees to serve as Stockholders’ Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Equityholders, in accordance with this Agreement, of costs, fees and expenses incurred by Stockholders’ Representative in its capacity as such. (d) In the event that the costs, fees and expenses incurred by the Stockholders’ Representative, in its capacity as such, are in excess of the Stockholders Stockholders’ Representative is an agency coupled with an interest Expense Amount, the Stockholders’ Representative shall be entitled to be reimbursed by the Equityholders (including by offsetting such amount against any amounts owed to the Equityholders), and is irrevocable the Equityholders agree to so reimburse the Stockholders’ Representative, and make the Stockholders’ Representative whole for such shortfall. Upon written notice from the Stockholders’ Representative to the Equityholder as to the existence of a shortfall, including a reasonably detailed description as to such shortfall, each Equityholder shall promptly deliver to the Stockholders’ Representative full payment of his or her ratable share of the amount of such shortfall based upon the Distribution Schedule determined from the Final Purchase Price. (e) For all purposes of this Agreement and the Escrow Agreement, Parent shall be entitled to rely conclusively on the instructions and decisions of the Stockholders’ Representative as to the settlement of any action claims in respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby or any other actions required or permitted to be taken by the Stockholders Stockholders’ Representative pursuant to the authority granted hereunder or in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding connection with any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders transactions and other matters contemplated hereby or thereby. (f) The Stockholders’ Representative constituting shall not, in the absence of bad faith, willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existencehave any liability to the Equityholders whatsoever with respect to its actions, of any Stockholderdecisions and determinations under this Agreement, RSU Holder or Optionholder and shall not terminate the authority be entitled to assume that all actions, decisions and agency determinations under this Agreement are fully authorized by each and every one of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderEquityholders. (dg) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Stockholders’ Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Stockholders’ Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Stockholders’ Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Stockholders’ Representative. (fh) Upon any disbursement of amounts from the Indemnity Escrow Account The Stockholders’ Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. (i) Parent hereby agrees that the Stockholders’ Representative shall not, the Optionholders and the RSU Holders in its capacity as such, have any liability to Parent, Merger Sub or the payment Surviving Corporation whatsoever with respect to its actions, decisions or determinations under this Agreement. (j) The rights, powers, benefits and obligations of the Stockholders’ Representative under this Agreement shall survive any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge termination of its duties pursuant to this Section 10.12Agreement.

Stockholders’ Representative. (a) The Stockholders Representative shall be at all times maintain a representative (the agent “Stockholders’ Representative”) for purposes of taking certain actions and attorney-in-fact for each giving certain consents on behalf of the Major Stockholders prior to the Closing, and the Effective Time Company Holders from and after the Closing, as specified herein. The Major Stockholders hereby appoint Xxxxx X. Xxxxx as the initial Stockholders’ Representative, and immediately upon the approval of this Agreement by the requisite vote or written consent of the Stockholders, each Stockholder shall be deemed to have consented to such appointment (or any then acting successor pursuant to the RSU Holders terms hereof) and the Optionholders under this Agreement and terms hereof. Another person shall be appointed as the other agreements contemplated Stockholders’ Representative if the person so designated (or any successor thereof) is unwilling or unable to so act. The Stockholders’ Representative hereby in accordance with the terms of this Section 10.12accepts such appointment. In the event of the resignation, death or incapacity Each of the Stockholders Representativeacknowledges that actions taken, a successor Stockholders consents given and representations made by the Stockholders’ Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative pursuant hereto shall be binding upon the Major Stockholders and the Effective Time Company Holders, as applicable, including all actions under Section 7.2(b) and under the Holdback Escrow Agreement. This appointment and grant of power and authority by each Stockholder is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated be terminated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of any Stockholder or by operation of law, whether by the Stockholders Representative as the act death or incapacity of the any individual Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to by the occurrence of any other Person (other than Parent or Merger Sub), with respect event. The Stockholders’ Representative is authorized to take any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Major Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Effective Time Company Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, to facilitate or administer the transactions contemplated hereby, including, without limitation, amending this Agreement, and executing such other documents or instruments as the Stockholders’ Representative deems appropriate. The Stockholders’ Representative may resign at any time, and may be removed for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred reason or no reason by the vote or written consent of, as applicable, (i) if prior to the Effective Time, the Major Stockholders Representative in holding a majority of the performance then outstanding aggregate fully diluted Shares held by the Major Stockholders, or discharge (ii) from and after the Effective Time, the Effective Time Company Holders holding a majority of its duties pursuant to this Section 10.12the outstanding aggregate fully diluted Shares at the Effective Time.

Stockholders’ Representative. (a) The Stockholders Representative shall be In order to administer efficiently the agent and attorney-in-fact for each implementation of this Agreement by the Stockholders, the RSU Holders and Stockholders hereby designate Xxxxxx X. Xxxxx as their representative (the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12"Stockholders' Representative"). In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative.---------------------------- (b) The Stockholders hereby authorize the Stockholders' Representative is hereby authorized (i) to take all action necessary in connection with the implementation of Sections 1.4 and empowered to act for, and 10 of this Agreement on behalf of, any or all of the Stockholders, (ii) to take all actions necessary under the RSU Holders Tax Escrow Agreement, the Indemnification Escrow Agreement (as hereinafter defined) and the Optionholders Tax Matters Agreement and (with full power of substitution in the premisesiii) in connection with such matters as are reasonably necessary for the consummation to give and administration of the transactions contemplated in receive all notices required to be given under this Agreement, the Tax Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Indemnification Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment Stockholders' Representative may be removed and a successor named by the trustee(s) of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by Xxxxxx X. Xxxxxxx 1984 Revocable Trust (the Stockholders Representative pursuant "Xxxxxxx Trust") upon written notice to the authority granted Stockholders' Representative, Buyer -------------- and the Stockholders, and such successor shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; however, no change in this Section 10.12 the Stockholders' Representative shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action until Buyer is given notice of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of change by the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderStockholders. (d) The By their execution of this Agreement, the Stockholders agree that: (i) Buyer shall be able to rely conclusively on the written instructions and decisions of the Stockholders' Representative shall not be liable as to any Stockholder, RSU Holder, Optionholder actions required or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted permitted to be taken by the Stockholders or the Stockholders' Representative under Sections 1.4 and 10 of this Agreement and under the Tax Escrow Agreement, the Indemnification Escrow Agreement and the Tax Matters Agreement, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon such written instructions or written decisions of the Stockholders' Representative; (ii) all written decisions and instructions of the Stockholders' Representative in its role as relation to Sections 1.4 and 10 of this Agreement and under the Tax Escrow Agreement, the Indemnification Escrow Agreement and the Tax Matters Agreement shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same or any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under or in connection with Sections 1.4 and 10 of this Agreement, unless such action except for gross negligence, fraud or omission results from or arises out willful breach of willful misconduct or gross negligence on this Agreement by the part Stockholders' Representative; (iii) remedies available at law for any breach of the Stockholders Representativeprovisions of this Section 1.8 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.8; and (iv) the provisions of this Section 1.8 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Stockholders to the Stockholders' Representative and shall not be liable to any binding upon the executors, heirs, legal and personal representatives and successors of each Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Stockholders' Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for have any action taken duties, responsibilities or omitted by it in good faith in accordance with such advice. The Stockholders Representative authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred implied by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12appointment hereunder.

Stockholders’ Representative. (a) The Selling Stockholders hereby irrevocably appoint YEONGYI (Asia) Co., Ltd. as their agent and attorney-in-fact (the “Stockholders’ Representative”) for all purposes under this Agreement, including for purposes of Article 9, and consent to the taking by the YEONGYI (Asia) Co., Ltd. of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Representative, the EYON Stockholders as a group or the Selling Stockholders as a group (where such group action is required or permitted by this Agreement) under this Agreement (including executing and delivering the Related Agreements on behalf of the Selling Stockholders, delivering any consents, waivers or certifications and making any necessary filings); and the taking of all actions necessary or desirable in the judgment of the Stockholders’ Representative shall be for the accomplishment of the foregoing. The Selling Stockholders hereby acknowledge and agree that the Stockholders’ Representative has the authority to execute and deliver this Agreement on their behalf. The Stockholders’ Representative hereby accepts its appointment as the agent and attorney-in-fact for all purposes under this Agreement, including for purposes of Article 9, of the Selling Stockholders. The Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement, including for purposes of Article 9, and a decision, act, consent or instruction of the Stockholders’ Representative shall constitute a decision of all the Selling Stockholders, and shall be final, binding and conclusive upon each of the Selling Stockholders, the RSU Holders and the Optionholders under this Agreement Parent and the Company may rely upon any decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each and all of the Selling Stockholders. The Parent and the Company are relieved from any liability to any Selling Stockholder or any other agreements contemplated hereby Person for any acts done by them in accordance with the terms of this Section 10.12. In the event such decision, act, consent or instruction of the resignation, death or incapacity of the Stockholders Stockholders’ Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders ’ Representative shall be entitled to rely upon any Orderorder, certificationjudgment, certificate, demand, notice, instrument or other writing delivered to it hereunder without being required to determine investigate the authenticity validity, accuracy or content thereof nor shall the correctness Stockholders’ Representative be responsible for the validity or sufficiency of any fact stated therein or this Agreement. In all questions arising under this Agreement, the propriety or validity of the service thereof. The Stockholders Stockholders’ Representative may act rely on the advice of counsel, and for anything done, omitted or suffered in reliance upon any instrument or signature believed good faith by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders’ Representative based on such advice, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders ’ Representative shall receive reimbursement from, and not be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant liable to this Section 10.12anyone.

Stockholders’ Representative. (a) The Stockholders By adoption of this Agreement, execution of a Company Letter of Transmittal, and the acceptance of any portion of the Merger Consideration, each Equity Holder hereby designates the Stockholders’ Representative to execute any and all instruments or other documents on behalf of such Equity Holder, and to do any and all other acts or things on behalf of such Equity Holder, which the Stockholders’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Ancillary Agreements or otherwise, in connection with the consummation of the transactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) execute the Ancillary Agreements on behalf of each Equity Holder; (ii) act for each Equity Holder with respect to any Merger Consideration Adjustment and the Ancillary Agreements; (iii) give and receive notices and communications to or from the Parent Parties and/or the Escrow Agent relating to this Agreement, the Ancillary Agreements or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or any Ancillary Agreement expressly contemplates that any such notice or communication shall be given or received by such Equity Holders individually); and (iv) take all actions necessary or appropriate in the agent and attorney-in-fact for each judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative shall have authority and power to act on behalf of each Equity Holder with respect to the disposition, settlement or other handling of all claims under this Agreement or the RSU Ancillary Agreements and all rights or obligations arising hereunder or thereunder. The Equity Holders shall be bound by all actions taken and documents executed by the Optionholders under Stockholders’ Representative in connection with this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act forAncillary Agreements , and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Parties shall be entitled to rely on such appointment and to treat any action or decision of the Stockholders Stockholders’ Representative. The Stockholders’ Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholdershall receive no compensation for its services. Notices given or communications to or from the Stockholders Stockholders’ Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreementor from each Equity Holder. (cb) The appointment of In performing the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted functions specified in this Section 10.12 shall be effective and absolutely binding on each StockholderAgreement, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder Equity Holder in the absence of gross negligence or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Stockholders’ Representative. Each Equity Holder shall severally (based on each such Equity Holder’s Pro Rata Percentage), and not jointly, indemnify and hold harmless the Stockholders Stockholders’ Representative shall not be liable to from and against any Stockholderloss incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. From and after the Closing, RSU Holder or Optionholder if the Stockholders’ Representative determines that the amounts in the event thatAdministrative Expense Account are insufficient to satisfy current or future (whether realized or potential) Administrative Costs, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon withhold on a pro rata basis from amounts otherwise due to the Equity Holders under this Agreement or under any Order, certification, demand, notice, instrument or other writing delivered Ancillary Agreement amounts as it deems necessary to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it provide for such Administrative Costs; provided that such amounts shall be deemed to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative included in the performance or discharge of its duties pursuant to this Section 10.12Administrative Expense Account.

Stockholders’ Representative. (a) The Stockholders Representative Prior to the mailing of the Proxy Statement, the Company shall be irrevocably appoint one or more Persons to act as the agent and representative, attorney-in-fact for and agent of the stockholders of the Company effective immediately prior to the Effective Time, with full power of substitution to act in the name, place and stead of the stockholders of the Company immediately prior to the Effective Time (other than the CC ESOP) (such Person and any successor or successors, the “Stockholders’ Representative”). The parties hereto agree that the Stockholders’ Representative shall have the right to act on behalf of the stockholders of the Company immediately prior to the Effective Time, in determining post-Closing the Merger Consideration Adjustment (including the related dispute resolution provisions) and in connection with the Specified Properties Dispositions pursuant to Section 3.4 and Section 3.5 hereof. The Stockholders’ Representative may resign such position at any time, effective with respect to each stockholder of the Company immediately upon written notice of such resignation delivered to the Company by such resigning Stockholders’ Representative. The Company shall immediately appoint as the Stockholders’ Representative the Person set forth in the notice of resignation delivered by the resigning Stockholders’ Representative. Upon the death or disability of the Stockholders’ Representative, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event Company shall immediately appoint a successor Stockholders’ Representative who shall have been a stockholder of the resignation, death or incapacity of Company at the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeEffective Time. (b) The Stockholders Stockholders’ Representative is hereby authorized and empowered will not be liable to act for, and on behalf of, any or all the stockholders of the Stockholders, Company immediately prior to the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters Effective Time for any act taken or omitted by it as are reasonably necessary for the consummation and administration of the transactions contemplated in permitted under this Agreement, the Escrow Agreement and the other agreements post-Closing transactions contemplated hereby and therebyhereby, including executing and delivering all agreementsexcept if such act is taken or omitted in bad faith or by willful misconduct. The Stockholders’ Representative will also be fully protected against the stockholders of the Company immediately prior to the Effective Time in relying upon any written notice, amendmentsdemand, certificates, receipts, consents, elections, instructions and other documents contemplated by, certificate or deemed by the Stockholders Representative document that it in good faith believes to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreementgenuine (including facsimiles thereof). (c) The appointment holders of Company Common Stock and the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant holders of Company Options who receive Merger Consideration under this Agreement, in each case immediately prior to the authority granted in this Section 10.12 shall be effective Effective Time, agree to indemnify, from and absolutely binding on each Stockholderafter the Closing, RSU Holder the Stockholders’ Representative for, and Optionholder notwithstanding to hold the Stockholders’ Representative harmless against, any contrary action of loss, liability or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting expense incurred without willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence bad faith on the part of the Stockholders Stockholders’ Representative, arising out of or in connection with the Stockholders’ Representative duties under this Agreement and the Stockholders Representative shall not be liable to any Stockholdertransactions contemplated hereby, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential including costs and expenses to contest a of successfully defending the Stockholders’ Representative against any claim made by Parent or Merger Sub. (e) of liability with respect thereto. The Stockholders Stockholders’ Representative may act pursuant to the advice consult with counsel of counsel with respect to any matter relating to this Agreement its own choice and shall not be liable will have full and complete authorization and protection for any action taken or omitted and suffered by it in good faith and in accordance with the opinion of such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativecounsel. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Holding Company and the Stockholders Representative shall be the hereby designate and appoint Xx. Xxxxxxx X. Bernstein as agent and attorney-in-fact for each and representative to act on behalf of the Stockholders, the RSU Holders Holding Company and the Optionholders Stockholders (the “Stockholders’ Representative”), from and after the date hereof as provided for herein and in the Escrow Agreement. The Stockholders’ Representative shall have full power and authority to represent the Holding Company and the Stockholders with respect to all matters arising under this Agreement and the other agreements contemplated hereby in accordance with Escrow Agreement and all actions taken by the terms of this Section 10.12. In Stockholders’ Representative hereunder and thereunder shall be binding upon the event of the resignation, death or incapacity of Holding Company and the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument and their successors as if expressly confirmed and ratified in writing signed by Parent each of them. The Stockholders’ Representative shall take any and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized all actions which he believes are necessary or appropriate under this Agreement and empowered to act for, the Escrow Agreement for and on behalf of, any or all of the Stockholders, as fully as if the RSU Holders Stockholders were acting on their own behalf, including, without limitation, defending and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in making all indemnity claims under this Agreement, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its Representatives regarding such indemnity claims, dealing with Buyer under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement taking any and all other agreements actions specified in or contemplated hereby by this Agreement and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholderengaging counsel, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution accountants or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document Representatives in connection with the provisions hereof has been duly authorized to do soforegoing matters. The Stockholders Without limiting the generality of the foregoing, the Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has shall have full power and authority to instruct interpret all the Stockholders Representative terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of that party unless written notice to the contrary is delivered to the all such Stockholders Representativeand such successors. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders By virtue of each Selling Stockholder’s execution and delivery of this Agreement, each Selling Stockholder shall have approved, among other matters, the indemnification terms set forth in Section 9 and shall irrevocably appoint the Stockholders’ Representative shall be as its agent for all purposes of this Agreement, including without limitation to give and receive notices and communications in connection with a claim for indemnification, to amend or waive any provision of this Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to this Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the agent and attorney-in-fact for each judgment of the Stockholders, ’ Representative for the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event accomplishment of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) foregoing. The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Purchaser shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance deal exclusively with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for ’ Representative on all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter matters relating to this Agreement 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 Seller Indemnifying Party by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Seller Indemnifying Party by the Stockholders’ Representative, as fully binding upon such Seller Indemnifying Party. If the Stockholders’ Representative shall resign, be removed or become unable to fulfill its responsibilities as agent of the Seller Indemnifying Parties, then the Seller Indemnifying Parties shall, within ten (10) days after such resignation, removal or inability, by action of any two (2) Selling Stockholders, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of and contact information for such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of this Agreement. A decision, act, agreement, consent, instruction or waiver of the Stockholders’ Representative (taken in its capacity as Stockholders’ Representative), including an amendment, extension or waiver of this Agreement pursuant to Section 10.14, shall constitute a unanimous decision of the Selling Stockholders and shall be final, binding and conclusive on the Selling Stockholders. (b) At the Closing, the Purchaser will wire to the Stockholders’ Representative an amount of $60,000 (the “Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Stockholders’ Representative for, any third party expenses pursuant to this Agreement, and which amount, together with any fees paid by the Purchaser at the Closing to the Stockholders’ Representative, shall be deducted from the Initial Cash Payment pursuant to Section 1.2(a)(i). The Selling Stockholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be liable for any action taken loss of principal of the Expense Fund other than as a result of its gross negligence, willful misconduct or omitted by it in good faith in accordance with such advicebad faith. The Stockholders Stockholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, or otherwise upon the request of the Selling Stockholders, the Stockholders’ Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine disburse the authenticity or the correctness of any fact stated therein or the propriety or validity balance of the service thereofExpense Fund to the Selling Stockholders based on such Selling Stockholders’ Pro Rata Percentage. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Selling Stockholders at the time of Closing. The Stockholders Stockholders’ Representative may act is not acting as a withholding agent or in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document similar capacity in connection with the provisions hereof has been duly authorized to do soExpense Fund and is not responsible for any tax reporting or withholding with respect thereto. The Stockholders parties hereto have caused this STOCK PURCHASE AGREEMENT to be executed and delivered as of the date first above written. By:___/s/ Xxxx Walker______________ Name:_Neal Walker________________ Title:__President and CEO___________ By:__/s/Xxxxxx X. Xxxxxxxxxx _______ Name:__ Xxxxxx X. Christiano______ Title:____President________________ JAK1, LLC By:____/s/ Illegible________________ Name:_Illegible___________________ Title:__Manager___________________ JAK2, LLC By:___/s/ Illegible_________________ Name:_Illegible___________________ Title:__Manager___________________ JAK3, LLC By:___/s/ Illegible_________________ Name:_Illegible___________________ Title:__Manager___________________ SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as Stockholders’ Representative may conclusively presume that By:___/s/ X. Xxxx Koenig___________ Name:_W. Xxxx Koenig____________ Title:__Managing Director_________ For the undersigned representative avoidance of doubt, the following Regulatory Milestone Payments shall be made only with respect to Patent Products, and shall not be owed or paid with respect to any party hereto which is Know-how Products or Additional Products. AA Oral Product: Upon the first occurrence of each of the following Regulatory Milestone events for an entity other than a natural person has full power and authority to instruct AA Oral Product, the Stockholders Representative on behalf of that party unless written notice Purchaser shall make the following one-time milestone payments to the contrary is delivered Selling Stockholders (i.e., each milestone payment will only be paid one time): NDA filing in the United States $[***] FDA approval of an NDA in the United States $[***] Regulatory Approval in the European Union $[***] Regulatory Approval in Japan $[***] AA Topical Product: Upon the first occurrence of each of the following Regulatory Milestone events for an AA Topical Product, the Purchaser shall make the following one-time milestone payments to the Selling Stockholders Representative. (f) i.e., each milestone payment will only be paid one time): NDA filing in the United States $[***] FDA approval of an NDA in the United States $[***] Regulatory Approval in the European Union $[***] Regulatory Approval in Japan $[***] AGA Product: Upon any disbursement the first occurrence of amounts from each of the Indemnity Escrow Account following Regulatory Milestone events for an AGA Product, the Purchaser shall make the following one-time milestone payments to the StockholdersSelling Stockholders (i.e., the Optionholders and the RSU Holders or the each milestone payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and will only be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative paid one time): NDA filing in the performance or discharge United States $[***] FDA approval of its duties pursuant to this Section 10.12.an NDA in the United States $[***] Regulatory Approval in the European Union $[***] Regulatory Approval in Japan $[***]

Stockholders’ Representative. (a) The Stockholders Subject to the penultimate sentence of this Section 12.14, the Stockholders’ Representative shall be serve as the exclusive agent and attorney-in-fact for each of the Stockholders, the RSU Holders Former Company Stockholders and the Optionholders under holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the other agreements transactions contemplated hereby in accordance with hereby. Without limiting the terms of this Section 10.12. In the event generality of the resignationforegoing, death or incapacity the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the Former Company Stockholders Representativeand the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders Stockholders’ Representative is hereby also shall be exclusively authorized and empowered to act for, and take all actions on behalf of, any or all of the Stockholders, the RSU Holders Former Company Stockholders and the Optionholders (with full power holders of substitution in the premises) T2 Warrants and T3 Warrants in connection with such matters as are reasonably necessary for the consummation and administration any claims made under this Agreement or in respect of the transactions Transactions contemplated in this Agreementhereby, the Escrow Agreement and the other agreements contemplated hereby and therebyto bring, including executing and delivering all agreementsprosecute, amendmentsdefend or settle such claims, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat make and receive payments in respect of such claims on behalf of the Former Company Stockholders Representative as the duly appointed attorney-in-fact and holders of each StockholderT2 Warrants and T3 Warrants, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions no Former Company Stockholder or holders of this Agreement T2 Warrants and T3 Warrants shall constitute notice to take any such action without the Stockholders, RSU Holders and ’ Representative’s prior written approval. The Stockholders’ Representative is serving in the Optionholders for all purposes under this Agreement. (c) The appointment capacity as exclusive agent of the Former Company Stockholders Representative is an agency coupled with an interest and is irrevocable holders of T2 Warrants and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action T3 Warrants hereunder solely for purposes of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligenceadministrative convenience. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to Person for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Stockholders Stockholders’ Representative while acting in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativegood faith, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder act done or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act omitted pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in conclusive evidence of such good faith in accordance with such advicefaith. The Stockholders holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative shall be entitled to rely upon and hold it harmless against any Orderloss, certification, demand, notice, instrument liability or other writing delivered to it hereunder expense incurred without being required to determine gross negligence or bad faith on the authenticity or the correctness of any fact stated therein or the propriety or validity part of the service thereof. The Stockholders Stockholders’ Representative may act in reliance upon any instrument and arising out of or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do soacceptance or administration of its duties hereunder. The Stockholders person serving as Stockholders’ Representative may conclusively presume that resign or be replaced from time to time by the undersigned representative holders of any party hereto which is an entity other a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless ten (10) days’ prior written notice to the contrary is delivered to the Stockholders RepresentativeParent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall be Each Company Stockholder, by its approval of, or consent to, the agent Merger and the adoption of this Agreement, its acceptance of any consideration pursuant to this Agreement or delivery of a Letter of Transmittal, hereby irrevocably appoints the Stockholders’ Representative, as of the date of this Agreement, with power of designation and assignment as its true and lawful attorney-in-fact for each and agent with full power of the Stockholderssubstitution, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, solely and exclusively on behalf of, and in the name of, such Company Stockholder, regarding any matter relating to or arising under this Agreement, the Escrow Agreement or the Transactions, with the full power, without the consent of such Company Stockholder, to exercise as the Stockholders’ Representative in its sole discretion deems appropriate, the powers that such Company Stockholder could exercise under this Agreement with respect to all of its rights and obligations and to take all actions with respect thereto necessary or appropriate in the judgment of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) ’ Representative in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby Transactions. The appointment of the Stockholders’ Representative is coupled with an interest and therebyshall be irrevocable by any Company Stockholder in any manner or for any reason. Buyer, including executing the Paying Agent and delivering all agreementsthe Escrow Agent shall be entitled to rely exclusively, amendmentswithout independent verification or investigation, certificates, receipts, consents, elections, instructions upon any notices and other documents contemplated byacts of the Stockholders’ Representative relating to the Company Stockholders’ rights and obligations under this Agreement as being legally binding acts of each Company Stockholder individually and collectively, and Buyer, the Paying Agent and the Escrow Agent shall deliver any notice required or deemed by the Stockholders Representative permitted under this Agreement to be necessary delivered to the Company Stockholders to the Stockholders’ Representative. No Company Stockholder may take any action with respect to its rights and obligations under this Agreement without the express written consent of the Stockholders’ Representative. (b) The Stockholders’ Representative shall not be required to expend or desirable risk its own funds or otherwise incur any financial Liability in connection with the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and Agreement or the transactions contemplated herein hereby or thereinthereby. Parent Furthermore, the Stockholders’ Representative shall not be required to take any action unless the Stockholders’ Representative has been provided with funds, security or indemnities from the Company Stockholders, which, in the Stockholders’ Representative’s determination, are sufficient to protect the Stockholders’ Representative against the costs, expenses and Merger Sub Liabilities that may be incurred by the Stockholders’ Representative in performing such actions. The Stockholders’ Representative shall be entitled to (i) rely upon the Estimated Closing 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 such appointment and to treat behalf of the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreementapplicable Company Stockholder or other Person. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders’ Representative shall not be liable to any StockholderCompany Stockholder for any act done or omitted under this Agreement or the Escrow Agreement as the representative of the Company Stockholders while acting in good faith, RSU Holderand any act done or omitted shall be conclusive evidence of such good faith. Each Company Stockholder severally (pro rata in proportion to their respective shares of the Merger Consideration) and not jointly shall indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless from and against any Losses (each, Optionholder a “Representative Loss”) arising out of or to in connection with any other Person (other than Parent or Merger Sub), with respect to any action actions taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Stockholders’ Representative under this Agreement or in connection with this under the Escrow Agreement, unless in each case as such action Representative Loss is incurred or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativesuffered; provided, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder that in the event thatit is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence or bad faith of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Stockholders the amount of such indemnified Representative Loss attributable to such gross negligence or bad faith. If not paid directly to the Stockholders’ Representative by the Company Stockholders, any such Representative Losses may be recovered by the Stockholders’ Representative (without the requirement of any consent or approval by Buyer) from the portion of the Adjustment Escrow Amount otherwise distributable to the Company Stockholders pursuant to the terms of this Agreement and the Escrow Agreement at the time of distribution, in each case in accordance with written instructions delivered by the exercise Stockholders’ Representative to the Escrow Agent. While this Section 9.14(c) allows for the Stockholders’ Representative to be paid from distributions to the Company Stockholders from the Adjustment Escrow Amount, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as such Representative Losses are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise; provided, however, that none of his or its reasonable judgmentBuyer, the Stockholders Representative believes there will not be adequate resources available Surviving Corporation nor any of their respective Affiliates (except for any such Affiliate that is a Company Stockholder, and then, only in such Affiliate’s capacity as a Company Stockholder) shall have any Liability with respect to cover potential costs and expenses to contest a claim made by Parent or Merger Subsuch items. (ed) The Buyer and the Company acknowledge that the Stockholders’ Representative is party to this Agreement solely for purposes of serving as the representative of the Company Common Stockholders hereunder, and no action, suit, claim, investigation or proceeding will be brought by, or on behalf of Buyer, the Company or the Surviving Corporation against the Stockholders’ Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for or the Transactions, or any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Orderstatement, certificationcertificate, demandinstruction, noticeopinion, instrument or other writing documents delivered hereunder (with it being understood that any covenant or agreement of or by the “Parties” or “each of the Parties” will not be deemed to it hereunder without being required to determine require performance by, or be an agreement of, the authenticity Stockholders’ Representative unless performance by the Stockholders’ Representative is expressly provided for in such covenant or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Stockholders’ Representative may act expressly so agrees in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativewriting). (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The In order to efficiently administer (i) the distribution of the FOCUS Common Stock, (ii) the waiver of any condition to the obligations of the Stockholders Representative shall to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify FOCUS or the Surviving Corporation pursuant to Article 8 hereof, each of the Stockholders hereby irrevocably constitutes and appoints, effective as of the Effective Date, Gerard H. Langeler (the "Sxxxxxxxxxxx' Xxxxesentative"), as its true and lawful agent and attorney-in-fact for each in respect of the Stockholders, the RSU Holders and the Optionholders under transactions contemplated by this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeEscrow Agreement. (b) The By their approval of the Merger and their appointment of Gerard H. Langeler as the Xxxxxxxxxxxx' Xxpresentative, the Stockholders agree that: (i) FOCUS or the Surviving Corporation shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative is hereby authorized and empowered as to act forthe settlement of any indemnification claim by FOCUS or the Surviving Corporation pursuant to Article 8 hereof or any other actions required to be taken by the Stockholders' Representative hereunder, and on behalf ofno party hereunder shall have any cause of action against FOCUS or the Surviving Corporation for any action taken by FOCUS or the Surviving Corporation in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, any or decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in Stockholders' Representative under this Agreement, the Escrow except for fraud or willful breach of this Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with Stockholders' Representative; (iii) the provisions of this Agreement shall constitute notice to the StockholdersSubsection 1.09 are independent and severable, RSU Holders are irrevocable and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder enforceable notwithstanding any contrary action of rights or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of remedies that any Stockholder may have in connection with the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or Merger and the other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document transactions contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon Agreement; (iv) remedies available at law for any act breach of the Stockholders Representative as the act provisions of the Stockholderthis Subsection 1.09 are inadequate; therefore, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, FOCUS and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative Surviving Corporation shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder temporary and permanent injunctive relief without being required to determine the authenticity necessity of proving damages if FOCUS or the correctness Surviving Corporation brings an action to enforce the provisions of this Subsection 1.09; and (v) the provisions of this Subsection 1.09 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any fact stated therein references in this Agreement to a Stockholder or the propriety or validity of Stockholders shall mean and include the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account successors to the Stockholders' rights hereunder, whether pursuant to testamentary disposition, the Optionholders laws of descent and the RSU Holders distribution or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12otherwise.

Stockholders’ Representative. (a) The Target Stockholders Representative shall be hereby irrevocably nominate, constitute and appoint Jxxx X. Xxxxxxx as the agent and true and lawful attorney-in-fact of Target Stockholders (the “Stockholders’ Representative”), with full power of substitution, to act in the name, place and stead of Target Stockholders for each purposes of executing any documents and taking any actions that Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any of the transactions contemplated by this Agreement. Jxxx X. Xxxxxxx hereby accepts his appointment as a Stockholders’ Representative. (i) Target Stockholders hereby grant to Stockholders’ Representative full authority to execute, deliver, acknowledge, certify and file on behalf of Target Stockholders (in the RSU Holders name of any or all of Target Stockholders or otherwise) any and all documents that Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as Stockholders’ Representative may, in his sole discretion, determine to be appropriate (including any amendment to or waiver of rights under any of this Agreement). Notwithstanding anything to the Optionholders under contrary contained in this Agreement: (1) Buyer and Buyer Parent shall be entitled to deal exclusively with Stockholders’ Representative on all Target Stockholder-related matters relating to this Agreement and the transactions contemplated by this Agreement (including all matters relating to any notice to, or any Consent to be given or action to be taken by, any Target Stockholder); and (2) each Buyer 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 Target Stockholder by Stockholders’ Representative, and on any other agreements contemplated hereby action taken or purported to be taken on behalf of any Target Stockholder by any Stockholders’ Representative, as fully binding upon such Target Stockholder. (ii) Target Stockholders recognize and intend that the power of attorney granted in accordance with the terms of this Section 10.12. 12.6: (1) is coupled with an interest and is irrevocable; (2) may be delegated by Stockholders’ Representative; and (3) shall survive the death or incapacity of each Target Stockholder. (iii) The Stockholders’ Representative 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 Stockholders’ Representative to be genuine and to have been telexed, telegraphed, faxed or cabled by a Target Stockholder or to have been signed and presented by a Target Stockholder. (iv) In the event of the resignation, death or incapacity of the Stockholders a Stockholders’ Representative, then a majority of the Shares held by Target Stockholders as of the Closing (or by their personal representatives) shall appoint a successor Stockholders to such position. No Stockholders’ Representative reasonably satisfactory to Parent shall thereafter resign until a successor representative shall have been appointed. (v) All expenses incurred by Stockholders’ Representative in connection with the performance of the duties of Stockholders’ Representative shall be appointed borne and paid by an instrument in writing signed by Parent and such successor Stockholders RepresentativeTarget Stockholders. (b) The Stockholders Representative is hereby authorized and empowered Notwithstanding anything to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated contrary contained in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Stockholders’ Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any error of judgment or any action taken taken, suffered or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative taken on behalf of that party unless written notice to the contrary is delivered to the Target Stockholders Representative. (for any of them) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.1212.6(b). Each Target Stockholder agrees to indemnify Stockholders’ Representative for, and hold such Person harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees and expenses, incurred on the part of, or in connection with, any action or decision taken or made and on its behalf by such Stockholders’ Representative.

Stockholders’ Representative. (a) The Stockholders Representative shall be the agent and attorney-in-fact for each of the StockholdersAs used in this Agreement, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders "Stockholders' Representative, " shall mean Josexx X. Xxxxxxx xx any person appointed as a successor Stockholders Stockholders' Representative reasonably satisfactory pursuant to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeSection 1.06(b) hereof. (b) The During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Stockholders who, immediately prior to the Closing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to such time (a "Majority"), may, from time to time upon written notice to the Stockholders' Representative and GRS, remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. Furthermore, if the Stockholders' Representative dies, becomes incapacitated, resigns or is hereby authorized and empowered removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to act forfill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholders' Representative within 20 business days from a request by GRS to appoint a successor Stockholders' Representative, GRS shall have the right to appoint a Stockholders' Representative to fill any vacancy so created, and on behalf ofshall advise all those who were holders of Company Common Stock immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative shall be provided to GRS promptly after it shall have been effected. (c) The Stockholders' Representative shall be authorized to take any action and to make and deliver any certificate, any notice, consent or all instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Stockholders' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant the RSU Holders Stockholders' Representative the right and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, to execute the Escrow Agreement and on their behalf with such changes or amendments thereto as the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Stockholders' Representative shall determine to be necessary or desirable in connection with this Agreement, his sole and absolute discretion. Any party receiving an Instrument from the Escrow Agreement, Stockholders' Representative shall have the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled right to rely on in good faith upon such appointment Instrument, and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative act in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, Instrument without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderindependent investigation. (d) The Stockholders Representative GRS shall not be liable have no liability to any Stockholder, RSU Holder, Optionholder Stockholder or to otherwise arising out of the acts or omissions of the Stockholders' Representative or any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by disputes among the Stockholders or with the Stockholders' Representative. GRS may rely entirely on its dealings with, and notices to and from, the Stockholders' Representative in its role as to satisfy any obligations it might have to the Stockholders Representative under or in connection with this Agreement, unless such action any agreement referred to herein or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subotherwise. (e) The Stockholders shall indemnify, defend and hold harmless the Stockholders' Representative may act pursuant to from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the advice of counsel with respect to Stockholders' Representative by any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity person arising out of the service thereof. The Stockholders acts or omissions of the Stockholders' Representative may act in reliance upon or any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to disputes among the Stockholders, unless such Claims allegedly occurred as a result of the Optionholders and the RSU Holders willful misconduct or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred negligence by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12Stockholders' Representative.

Stockholders’ Representative. (a) The Stockholders In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Sections 1.10, 1.11 and 8, the Participating Securityholders, by the adoption of this Agreement, acceptance of consideration under this Agreement and/or the completion and execution of the Letters of Transmittal shall be deemed to have designated Xxxxxxx Xxxxxxx as the representative of the Participating Securityholders (the “Stockholders’ Representative”). (b) In the event the Stockholders’ Representative dies, becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Participating Securityholders who hold at least a majority in interest of the Pro Rata Fractions at such time shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By their adoption of this Agreement, acceptance of consideration under this Agreement and/or the delivery of the Letter of Transmittal contemplated by Section 1.9, the Participating Securityholders shall be deemed to have agreed, in addition to the foregoing, that: (i) the Stockholders’ Representative shall be appointed and constituted the agent true and lawful attorney-in-fact for of each Participating Securityholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby in general to do all things and therebyto perform all acts including, including without limitation, executing and delivering all any agreements, amendments, certificates, receipts, consentsinstructions, elections, instructions and other documents notices or instruments contemplated by, by or deemed by the Stockholders Representative to be necessary or desirable advisable in connection with this Agreement, Agreement or the Escrow AgreementAgreement and which shall be binding on each Participating Securityholder. The Stockholders’ Representative hereby accepts such appointment; (ii) without limiting the foregoing, as of the Effective Time the Stockholders’ Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Participating Securityholders (in the name of any or all of the Participating Securityholders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Stockholders’ Representative may, in its sole discretion, determine to be appropriate, (B) give and receive notices and other agreements communications relating to this Agreement and the transactions contemplated hereby and thereby (except to the extent that this Agreement contemplates that such notice or communication shall be given or received by the Participating Securityholder individually), (C) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated herein hereby and thereby, and (D) engage attorneys, accountants, financial and other advisors, paying agents and other persons necessary or therein. appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; (iii) Parent and Merger Sub shall be entitled to rely on such appointment conclusively, and to treat shall be protected in acting, or refraining from acting, upon any written notice, instruction, request or decision given or made by the Stockholders Stockholders’ Representative as to any of the duly appointed attorney-in-fact matters described in this Section 1.12 as if such notice, instruction, request or decision had been given or made by all of the Participating Securityholders, and no party shall have any cause of action against Parent or the Surviving Corporation for any action or inaction of Parent in reliance upon any such notice, instruction, request or decision; (iv) all actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon each Stockholderof the Participating Securityholders; (v) no Participating Securityholders shall have any cause of action against the Stockholders’ Representative for any action taken, RSU Holder and Optionholder. Notices decision made or instruction given to by the Stockholders Stockholders’ Representative in accordance with under this Agreement, except for fraud or willful breach of this Agreement on the part of the Stockholders’ Representative; (vi) the provisions of this Agreement shall constitute notice to the StockholdersSection 1.12 are independent and severable, RSU Holders are irrevocable and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest interest, and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder enforceable notwithstanding any contrary action of rights or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of remedies that any Participating Securityholder may have in connection with the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document transactions contemplated by this Agreement; and (vii) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives successors and assigns of each Participating Securityholder, and any references in this Agreement in dealing with to a Participating Securityholder or the Stockholders Representative may conclusively Participating Securityholders shall mean and absolutely relyinclude the successors to the Participating Securityholders’ rights hereunder, without inquirywhether pursuant to testamentary disposition, upon any act the laws of the Stockholders Representative as the act of the Stockholder, RSU Holder descent and distribution or Optionholderotherwise. (d) The Stockholders As between the Participating Securityholders and the Stockholders’ Representative, the Stockholders’ Representative shall not be liable to for any Stockholderact done or omitted hereunder as Stockholders’ Representative while acting in good faith, RSU Holder, Optionholder or to and any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act done pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in conclusive evidence of such good faith in accordance with such advicefaith. The Stockholders Stockholders’ Representative shall be entitled to rely upon be indemnified and held harmless and reimbursed by the Participating Securityholders against any Orderloss, certificationliability or expense incurred without bad faith, demand, notice, instrument gross negligence or other writing delivered to it hereunder without being required to determine willful misconduct on the authenticity or the correctness of any fact stated therein or the propriety or validity part of the service thereof. The Stockholders Stockholders’ Representative may act in reliance upon any instrument and arising out of or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders acceptance or administration of its duties hereunder and in connection with any Stockholders’ Representative may conclusively presume that expenses, at the undersigned representative election of the Stockholders’ Representative, at any party hereto which is an entity other than a natural person has full power and authority to instruct time (i) from the Stockholders Representative on behalf of that party unless written notice Escrow Fund, to the contrary is delivered to the Stockholders Representative. extent any funds remain in such fund; or (fii) Upon any disbursement of amounts from the Indemnity Escrow Account Participating Securityholders according to each Participating Securityholder’s Pro Rata Fraction; provided, however, that no Participating Securityholder shall be liable to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders ’ Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by amount in excess of the Stockholders Representative in portion of the performance or discharge of its duties pursuant Merger Consideration Amount to this Section 10.12which such Participating Securityholder has received.

Stockholders’ Representative. (a) The Stockholders Representative shall be Each Stockholder hereby irrevocably appoints MSDW Capital Partners IV, LLC (the "STOCKHOLDERS' REPRESENTATIVE") as its agent and attorney-in-fact for each fact, with full power, by and in the name of such Stockholder, to execute any and all instruments or other documents on behalf of such Stockholder, and to do any and all other acts or things on behalf of such Stockholder, which the Stockholders' Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the Stockholders, the RSU Holders and the Optionholders under transactions contemplated by this Agreement and the other agreements contemplated hereby Merger Agreement and the performance of all obligations hereunder or thereunder at or following the Closing. Without limiting the generality of the foregoing, the Stockholders' Representative shall have the full and exclusive authority to (i) agree with Parent with respect to any matter or thing required or deemed necessary by the Stockholders' Representative in accordance connection with the terms provisions of this Section 10.12. In Agreement calling for the event agreement of the resignationStockholders, death or incapacity give and receive notices and receive service of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act forprocess on behalf of all Stockholders, and act on behalf ofof Stockholders in connection with any matter as to which Stockholders are or may be obligated under the Merger Agreement or this Agreement, any or all in the absolute discretion of the Stockholders, ' Representative; provided that the RSU Holders and the Optionholders Stockholders' Representative shall not be required to make any payments on a behalf of any Stockholder pursuant to Article 4 hereof; (with full power of substitution in the premisesii) in connection with such matters as are reasonably necessary for the consummation general, do all things and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and therebyperform all acts, including without limitation executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions instructions, and other instruments or documents contemplated by, or deemed by the Stockholders Stockholders' Representative to be necessary or advisable in connection with, the Merger Agreement or this Agreement; and (iii) take all actions necessary or desirable in connection with the performance of obligations under Article 3 of the Merger Agreement, including to withhold funds for satisfaction of expenses or other liabilities and obligations. (b) Notwithstanding anything to the contrary contained herein, without the prior written consent of the Stockholders, the Stockholders' Representative shall not agree to any amendment or modification of this Agreement, enter into any other contract, agreement, arrangement or understanding or execute any document or instrument, that would: (i) expand the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat indemnification obligations of the Stockholders Representative under Article 4 of this Agreement; (ii) impose any obligations on the Stockholders not set forth in this Agreement as of the duly appointed attorney-in-fact of each Stockholderdate hereof (other than administrative, RSU Holder and Optionholder. Notices given technical or procedural matters relating to the Stockholders Representative in accordance with the provisions performance of this Agreement shall constitute notice to and the discharge of the Stockholders, RSU Holders and ' obligations hereunder); or (iii) materially alter the Optionholders for all purposes under this Agreementeconomic terms of the Merger as set forth in the Merger Agreement as of the date hereof. (c) The appointment Stockholders shall cooperate with the Stockholders' Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by the Stockholders' Representative shall be binding upon all Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholders' Representative may communicate with any Stockholder or any other Person concerning its responsibilities hereunder, but it is not required to do so. The Stockholders' Representative has a duty to serve in good faith the interests of the Stockholders and to perform its designated role under this Agreement, but the Stockholders' Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of have no fiduciary duty or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party financial liability whatsoever to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. Person relating to its service hereunder (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to including any action taken or omitted to be taken taken), except that it shall be liable for harm which it directly causes by its gross negligence or an act of willful misconduct. (d) Each Stockholder, severally but not jointly, hereby agrees to indemnify and hold, to the Stockholders extent of its Percentage Interest set forth on Schedule I hereto, harmless the Stockholders' Representative in against any out-of-pocket loss, reasonable expense (including reasonable attorney's fees) or other liability arising out of its role service as Stockholders Stockholders' Representative under or in connection with this Agreement, unless such action other than for harm directly caused by its gross negligence or omission results from or arises out an act of willful misconduct misconduct; provided that no Stockholder shall be required to indemnify the Stockholders' Representative against any loss, expense or gross negligence on the part liability arising from an action, suit, proceeding or other claim brought by another Stockholder. In furtherance of the Stockholders Representativeforegoing, Parent and the Stockholders Company shall withhold from the aggregate amount payable to each Stockholder as Merger Consideration or payment in respect of Options pursuant to the Merger Agreement an amount equal to the product of (i) $100,000 times (ii) such Stockholder's Percentage Interest. All such amounts so withheld shall be deposited in escrow for the benefit of and use by the Stockholders' Representative promptly after the Effective Time with a third-party escrow agent designated by the Stockholders' Representative for the purpose of funding indemnification obligations arising pursuant to this Section 5.04(d). Any amounts remaining in such escrow account after settlement of all Claims hereunder shall not be liable distributed to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available in proportion to cover potential costs and expenses to contest a claim made by Parent or Merger Subtheir respective Percentage Interests. (e) The Stockholders Stockholders' Representative may act pursuant to resign at any time by notifying in writing Parent and the advice Stockholders. The Stockholders' Representative shall not appoint any substitute or replacement Stockholders' Representative without the prior written consent of counsel with respect to any matter relating to this Agreement and Stockholders holding a majority of the aggregate Percentage Interests set forth on Schedule I hereto, which consent shall not be liable for any action taken or omitted by it in good faith in accordance with such adviceunreasonably withheld. The Stockholders term Stockholders' Representative shall be entitled to rely upon include any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativesubstitute appointed pursuant hereto. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Upon the Effective Time and without further act of any Stockholder, the Stockholders' Representative shall be the appointed as agent and attorney-in-fact for each Stockholder, for and on behalf of each such Stockholder, with full power and authority to represent the Stockholders, the RSU Holders Stockholders and the Optionholders their successors with respect to all matters arising under this Agreement and the other agreements contemplated hereby Escrow Agreement, and all actions taken by the Stockholders' Representative hereunder shall be binding upon such Stockholders and their successors as if expressly ratified and confirmed in accordance with writing by each of them. Without limiting the generality of the foregoing, the Stockholders' Representative shall have full power and authority, on behalf of all the Stockholders and their successors, to interpret all the terms and provisions of this Section 10.12Agreement, to dispute or fail to dispute any Claim of Damages against the Escrow Shares made by an Indemnified Party, to assert Claims of Damages against any Indemnifying Party, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to authorize delivery of Escrow Shares pursuant to the Escrow Agreement or any other payments to be made with respect thereto. In All determinations of the Stockholders' Representative shall be decided by a majority thereof in the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders there is more than one Stockholders' Representative. (b) The Stockholders Stockholders' Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Stockholders' Representative is hereby authorized and empowered as hereinafter provided. In case of such resignation, or in the event of the death or inability to act forof the Representative, a successor shall be named from among the Stockholders by a majority of the members of the Board of Directors of who served on such board prior to the Merger. Each such successor Stockholders' Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Stockholders' Representative, and on behalf of, any or all of the term "Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters ' Representative" as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated used herein or therein. Parent and Merger Sub shall be entitled deemed to rely on include such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the successor Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement' Representative. (c) The appointment In performing any of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in their duties under this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacityAgreement, or dissolution or other termination of existenceupon the claimed failure to perform his duties hereunder, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Stockholders' Representative shall not be liable to the Stockholders for any Stockholderdamages, RSU Holderlosses or expenses which they may incur as a result of any act, Optionholder or failure to act under this Agreement or the Escrow Agreement; provided, however, that the Representative shall be liable for damages arising out of actions or omissions that both (i) were taken or omitted not in good faith and (ii) constituted willful default or gross negligence under this Agreement or the Escrow Agreement. Accordingly, the Representative shall not incur any other Person (other than Parent or Merger Sub), such Liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholders' Representative hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement or the Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Stockholders' Representative shall in good faith believe to be genuine, to have been signed or presented by the Stockholders purported proper person or persons and to conform with the provisions of this Agreement and the Escrow Agreement. The limitation of liability provisions of this Section shall survive the termination of this Agreement and the resignation of the Representative. The stockholders of Riverbed shall severally indemnify the Stockholders' Representative in its role as Stockholders Representative under and hold him harmless against any loss, liability or in connection with this Agreementexpense (including any expenses of legal counsel retained by the Stockholders' Representative) incurred without willful default, unless such action or omission results from or arises out of willful misconduct or gross negligence or bad faith on the part of the Stockholders Representative, Stockholders' Representative and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder arising out of or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative acceptance or administration of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its his duties pursuant to this Section 10.12.hereunder

Stockholders’ Representative. (a) The Stockholders Representative shall be Xxxxxx Xxxxxx and Xxxxxxxxxxx Xxxxx, Jr., acting unanimously together, are hereby designated to act as the representative, agent and attorney-in-fact for each of the StockholdersStockholders and their successors and assigns in accordance with this Section 2.08, effective immediately prior to the RSU Holders and the Optionholders Effective Time, for all purposes under this Agreement (the “Stockholders’ Representative”), and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Stockholders’ Representative, a successor Stockholders Representative reasonably satisfactory by their signatures below, agrees to Parent shall thereafter be appointed by an instrument serve in writing signed by Parent and such successor Stockholders Representativecapacity. (b) The Stockholders Effective immediately prior to the Effective Time, in their capacity as Stockholders’ Representative, the Stockholders’ Representative is hereby authorized shall have the power and empowered authority to act for, and take such actions on behalf ofof each Stockholder as the Stockholders’ Representative, any or all in its sole judgment, may deem to be in the best interests of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such Stockholders or otherwise appropriate on all matters as are reasonably necessary for the consummation and administration of the transactions contemplated in related to or arising from this Agreement. Such powers shall include, the Escrow Agreement and the other agreements contemplated hereby and thereby, including without limitation: (i) executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions consents and other documents contemplated by, by this Agreement or deemed by the Stockholders Representative to as may be necessary or desirable appropriate to effect the Merger and other transactions contemplated hereby; (ii) giving and receiving notices and other communications relating to this Agreement; (iii) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement; (iv) taking all actions necessary or appropriate in connection with this Agreementany indemnification claim (as defined herein) pursuant to Article XI; (v) engaging attorneys, accountants, financial and other advisors, necessary or appropriate, in the Escrow Agreement, sole discretion of the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Stockholders’ Representative in accordance with the provisions performance of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes its duties under this Agreement; and (vi) taking all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. (c) The appointment power of attorney appointing the Stockholders Stockholder Representative as attorney-in-fact is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, incapacity of any Stockholder, RSU Holder or Optionholder Stockholder shall not terminate or diminish the authority and agency of the Stockholders Stockholders’ Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) If either Xxxxxx Xxxxxx or Xxxxxxxxxxx Xxxxx, Jr. resigns or is unable to serve in their capacities as Stockholders’ Representative, then within ten (10) Business Days of the resignation or inability to serve by such individual, a majority in interest of Persons who were Stockholders immediately prior to the Effective Time will promptly designate another Person or Persons to serve in such capacity. The Stockholders decisions and actions of any replacement Stockholders’ Representative shall be, for all purposes, those of the Stockholders’ Representative as if originally named herein. The Stockholders’ Representative shall not be liable to any StockholderStockholder for any act done or omitted as Stockholders’ Representative, RSU Holderexcept to the extent that the Stockholders’ Representative was grossly negligent or engaged in willful misconduct. All fees and expenses, Optionholder including for attorneys, accountants and financial and other advisors, paying agents and other persons and insurance, in each case necessary or to appropriate and engaged by the Stockholders’ Representative in the performance of its duties under this Agreement shall be paid from the Escrow Fund. (e) The Stockholders shall, jointly and severally, indemnify, defend and hold harmless the Stockholders’ Representative and their representatives, successors and assigns, from and against any other Person and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (other than Parent including attorneys’ fees and court costs) arising as a result of or Merger Sub), incurred in connection with respect to any action actions taken or omitted to be taken by the Stockholders Stockholders’ Representative pursuant to the terms of this Agreement, except to the extent it is demonstrated that the Stockholders’ Representative was grossly negligent or engaged in willful misconduct. In addition, each Stockholder forever voluntarily releases and discharges the Stockholders’ Representative and its role representatives, successors and assigns, from any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs), whether known or unknown, anticipated or unanticipated, arising as Stockholders Representative under a result of or incurred in connection with any actions taken or omitted to be taken by the Stockholders’ Representative pursuant to the terms of this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant except to the advice of counsel with respect to any matter relating to this Agreement and shall not extent it can be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume demonstrated that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representativewas grossly negligent. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Appointment of Stockholders’ Representative. In the event the Stockholders Representative shall approve the Merger pursuant to the Written Consent, effective as of the date of this Agreement and without any further action by the Stockholders, Rxxxxx Xxxxxxx will be the appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder receiving Martek Common Stock in the Merger, for and on behalf of the Stockholder. The Stockholders, ’ Representative shall have full power and authority to represent all of the RSU Holders Stockholders and the Optionholders their successors with respect to all matters arising under this Agreement and the other agreements contemplated hereby in accordance with Escrow Agreement and all actions taken by the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders’ Representative hereunder and thereunder shall be binding upon all such Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument and their successors as if expressly confirmed and ratified in writing signed by Parent each of them. The Stockholders’ Representative shall take any and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized all actions which he believes are necessary or appropriate under this Agreement and empowered to act for, the Escrow Agreement for and on behalf of, any or all of the Stockholders, as fully as if the RSU Holders Stockholders were acting on their own behalf, including, without limitation, defending all indemnity claims against the Stockholders pursuant to Section 6.2 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Martek and its agents regarding such claims, dealing with Martek and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation Martek Escrow Agent under this Agreement and administration of the transactions contemplated in this Agreement, the Escrow Agreement with respect to all matters arising under this Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the taking any and all other agreements contemplated hereby and thereby and the transactions contemplated herein actions specified in or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with and the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Escrow Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representativeand engaging counsel, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument accountants or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document Stockholders’ Representatives in connection with the provisions hereof has been duly authorized to do soforegoing matters. The Stockholders Without limiting the generality of the foregoing, the Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has shall have full power and authority to instruct interpret all the Stockholders Representative terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of that party unless written notice all such Stockholders and such successors. Notwithstanding the foregoing, each Stockholder shall have the right to exercise any voting rights appertaining to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Martek Escrow Account to the Amount. The Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders ’ Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, act as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative promptly as reasonably possible in the performance or discharge of its duties pursuant to this Section 10.12carrying out his duties.

Stockholders’ Representative. (a) The In order to administer efficiently the defense and/or settlement of any claims for Damages for which the Controlling Stockholders Representative shall may be the agent required to indemnify Parent and attorney-in-fact for its Affiliates pursuant to Section 9.1(b) hereof, and otherwise, each of the StockholdersControlling Stockholders does hereby, the RSU Holders and the Optionholders under this Agreement and each of the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event Securityholders by their execution of the resignationLetter of Transmittal or the Option Acknowledgement Form, death or incapacity of the Stockholders Representativeirrevocably make, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent constitute and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of appoint the Stockholders’ Representative as their agent, the RSU Holders attorney in fact and the Optionholders representative (with full power of substitution in the premises), and, by their execution hereof, the Stockholders’ Representative hereby accepts such appointment. (b) The Stockholders’ Representative is hereby authorized (i) to take all action necessary in connection with such matters as are reasonably necessary the defense and/or settlement of any claims for Damages (including the consummation and administration power to compromise any indemnity claim on behalf of the transactions contemplated in Securityholders and to transact matters of litigation) for which the Securityholders may be required to indemnify the Parent and its Affiliates pursuant to Section 9.1(b) hereof, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement and the other agreements contemplated hereby to which all of the Securityholders are subject, and thereby(iii) to do or refrain from doing all such further acts and things, including executing and delivering to execute all agreementssuch documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, amendmentsincluding, certificateswithout limitation, receipts, consents, elections, the power: (i) to execute and deliver the Escrow Agreement and any amendments thereto as the representatives of the Securityholders; to execute any instructions or directions to the Escrow Agreement with respect to disbursements or other matters thereunder; to pay any expenses of the Securityholders from the Holdback Amount; and other documents contemplated by, or deemed by to take such further actions under the Stockholders Escrow Agreement as the Stockholders’ Representative deems to be necessary or desirable appropriate; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Stockholders’ Representative deems necessary or appropriate in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and consummation of the transactions contemplated herein by this Agreement; (iii) to execute and deliver all amendments and waivers to this Agreement that the Stockholders’ Representative deems necessary or therein. Parent appropriate, whether prior to, at or after the Closing; (iv) to receive funds, make payments of funds, and Merger Sub shall be entitled give receipts for funds; (v) to rely on appoint a paying agent for the disbursement of funds to the Securityholders pursuant to this Agreement; (vi) to receive funds for the payment of expenses of the Securityholders (including, without limitation, the Holdback Amount), to deposit such appointment and to treat the Stockholders Representative funds in such accounts as the duly appointed attorney-in-fact Stockholders’ Representative deems appropriate and apply such funds in payment for such expenses; (vii) to do or refrain from doing any further act or deed on behalf of each Stockholder, RSU Holder and Optionholder. Notices given the Securityholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the Stockholders Representative in accordance with the provisions subject matter of this Agreement shall constitute notice as fully and completely as the Securityholders could do if personally present; (viii) to the Stockholders, RSU Holders and the Optionholders for all purposes receive service of process in connection with any claims under this Agreement.; and (cix) The appointment of to engage attorneys, accountants and other professionals and experts (the Stockholders Stockholders’ Representative is an agency coupled with an interest may in good faith rely conclusively upon information, reports, statements and is irrevocable opinions prepared or presented by such professionals, and any action taken by the Stockholders Stockholders’ Representative pursuant based on such reliance shall be deemed conclusively to have been taken in good faith). (c) In the event that the Stockholders’ Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Securityholders (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the voting power represented by the shares of Company Capital Stock issued and outstanding immediately prior to the authority granted in this Section 10.12 Effective Time, shall select another representative to fill such vacancy and such substituted representative shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action deemed to be a Stockholders’ Representative for all purposes of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderAgreement. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken All decisions and actions by the Stockholders Representative in Stockholders’ Representative, including the defense or settlement of any claims for Damages for which the Securityholders may be required to indemnify Parent and its role as Stockholders Representative under or in connection with this AgreementAffiliates pursuant to Section 9.1(b) hereof, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part shall be binding upon all of the Stockholders RepresentativeSecurityholders, and no Securityholder shall have the Stockholders Representative shall not be liable right to any Stockholderobject, RSU Holder dissent, protest or Optionholder in otherwise contest the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subsame. (e) The Stockholders Parent shall be able to rely conclusively on the instructions and decisions of the Stockholders’ Representative as to the determination of the Final Merger Consideration and the settlement of any claims for Damages for which the Securityholders may act be required to indemnify Parent and its Affiliates pursuant to Section 9.1(b) hereof and any other actions required to be taken by the advice Stockholders’ Representative hereunder, and no party hereunder or Securityholder shall have any cause of counsel with respect to any matter relating to this Agreement and shall not be liable action against Parent or Merger Sub for any action taken by Parent or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act Merger Sub in reliance upon any instrument the instructions or signature believed by it to be genuine and may assume that decisions of the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Stockholders’ Representative. (f) Upon All actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon all of the Securityholders, and no Securityholder shall have any disbursement cause of amounts from action against the Indemnity Escrow Account Stockholders’ Representative for any action taken or not taken, decision made or instruction given by the Stockholders’ Representative under this Agreement, except for fraud, gross negligence or willful misconduct by the Stockholders’ Representative. (g) The provisions of this Section 9.5 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Securityholder may have in connection with the transactions contemplated by this Agreement. (h) The provisions of this Section 9.5 shall be binding upon the heirs, legal representatives; successors and assigns of each holder of Company Capital Stock or Company Options, and any references in this Agreement to a Securityholder or the Securityholders shall mean and include the successors to the Stockholdersrights of the Securityholders hereunder, whether pursuant to testamentary disposition, the Optionholders Laws of descent and the RSU Holders distribution or the payment of any Earn-Out Consideration to Stockholders, the Optionholders otherwise. (i) All reasonable fees and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, expenses (including reasonable attorneys’ fees, fees and expenses) incurred by the Stockholders Stockholders’ Representative in connection with this Agreement (the performance or discharge “Stockholders’ Representative’s Expenses”) shall be jointly and severally borne by each Controlling Stockholder; provided that in lieu of its duties seeking payment of the Stockholders’ Representative’s Expenses from the Controlling Stockholders, the Stockholders’ Representative may obtain payment thereof from the Holdback Amount and amounts payable to the Controlling Stockholders pursuant to this Section 10.124 of the Escrow Agreement; provided that the Controlling Stockholders hereby agree that each Controlling Stockholder shall pay and be responsible for such Controlling Stockholder’s Pro Rata Share of all Stockholders’ Representative’s Expenses, such that if the Stockholders’ Representative makes a claim against any Controlling Stockholder with respect to any Stockholders’ Representative’s Expenses in excess of such Controlling Stockholder’s Pro Rata Share thereof, then the other Controlling Stockholders agree to indemnify, contribute, reimburse and/or pay to such Controlling Stockholder such amount as shall be necessary to effect the Pro Rata Share of all Stockholders’ Representative’s Expenses. If the Stockholders’ Representative desires to obtain payment of the Stockholders’ Representative’s Expenses from amounts payable to the Controlling Stockholders pursuant to Section 4 of the Escrow Agreement, it shall give notice to Parent and the Escrow Agent specifying the amount thereof in reasonably itemized detail, with a copy thereof to all Controlling Stockholders. Unless Parent receives an objection to any such payment from a majority of the voting power represented by the shares of Company Capital Stock issued to the Controlling Stockholders immediately prior to the Effective Time within thirty (30) days of such notice, Parent shall provide its written instruction to the Escrow Agent to make such payment to the Stockholders’ Representative from amounts payable to the Controlling Stockholders under Section 4 of the Escrow Agreement; provided, however, that Parent shall not be required to agree to the release of such funds prior to the First Release Date. If Parent receives an objection to such payment from majority of the voting power represented by the shares of Company Capital Stock issued to the Controlling Stockholders immediately prior to the Effective Time, then the Escrow Agent or Parent, as the case may be, shall reserve from any payment to be made to the Controlling Stockholders the amount of the disputed Stockholders’ Representative’s Expenses and shall distribute such amount only upon withdrawal of such objection by such Controlling Stockholders.

Stockholders’ Representative. (a) Each Stockholder, by signing this Agreement, designates Edgax X. Xxx (xx, in the event that Edgax X. Xxx xx unable or unwilling to serve or resigns, Alan X. Xxxxxxx) xx be such Stockholders' representative for purposes of this Agreement (the "Stockholders' Representative"). The Stockholders Representative shall be the agent bound by any and attorney-in-fact for each of all actions taken by the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders ' Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representativeon their behalf. (b) The Stockholders Representative is hereby authorized UniCapital and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Newco shall be entitled to rely on such appointment upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to treat all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative as is authorized to accept deliveries, including any notice, on behalf of the duly Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder, RSU Holder with full power in his or her name and Optionholder. Notices given on his or her behalf to act according to the Stockholders Representative in accordance with the provisions terms of this Agreement shall constitute notice to in the absolute discretion of the Stockholders' Representative, RSU Holders and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 12 of this Agreement. This power of attorney and all authority hereby conferred is granted subject to and coupled with the interest of such Stockholder and the Optionholders for all purposes under this Agreement. (c) The appointment other Stockholders hereunder and in consideration of the Stockholders Representative is an agency coupled with an interest mutual covenants and is agreements made herein, and shall be irrevocable and shall not be terminated by any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, act of any Stockholder, RSU Holder by operation of law, whether by such Stockholder's death or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderevent. (d) The Stockholders Notwithstanding the foregoing, the Stockholders' Representative shall not be liable to inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any Stockholderrights, RSU Holder, Optionholder power or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted authority proposed to be done, given or taken by such Stockholders' Representative, and, except as provided in Section 19.3, shall act as directed by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder holding a majority interest in the event that, Escrow Property (as defined in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubSection 4.1(b)). (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. Section 11.1 Stockholders’ Representative. (a) The Stockholders Stockholders, by the approval and adoption of this Agreement, hereby irrevocably appoint the Stockholders’ Representative shall be the as agent and attorney-in-attorney in fact for the Company and each of Stockholder, and authorize the 40 Stockholders, ’ Representative (i) to take all action necessary to consummate the RSU Holders and the Optionholders under transactions contemplated by this Agreement and the Escrow Agreement, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify the Purchaser or any other agreements Indemnified Party pursuant to Article X, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Stockholder Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrow Shares in satisfaction of claims by the Purchaser, including with respect to the Net Debt Adjustment Amount, (iv) to make decisions on behalf of the Company and the Stockholders and take any and all additional action as is contemplated hereby in accordance with to be taken by or on behalf of the Stockholders by the terms of this Section 10.12. In Agreement or the event Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the resignationEscrow Agreement or the Stockholder Related Agreements, death or incapacity of and (C) the Stockholders RepresentativeEstimated Net Debt, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent the Final Net Debt and such successor Stockholders Representativethe Net Debt Adjustment Amount. (b) The All decisions and actions by the Stockholders’ Representative, including without limitation (i) any agreement between the Stockholders’ Representative and the Purchaser relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify the Purchaser pursuant to Article X, (ii) any agreement between the Stockholders’ Representative is hereby authorized and empowered the Purchaser relating to act forthe Estimated Net Debt, the Final Net Debt or the Net Debt Adjustment Amount, and on behalf of(iii) any agreement between the Stockholders’ Representative and the Purchaser relating to the Escrow Agreement or the determination of the Purchaser’s payment obligations under Sections 1.3 or 1.5 or any other matter relating to Article I, any or shall be binding upon all of the Stockholders, and no Stockholder shall have the RSU Holders right to object, dissent, protest or otherwise contest the same. (c) The Stockholders’ Representative shall not have any liability to any of the parties to this Agreement or to the Stockholders for any act done or omitted pursuant to this Agreement as the Stockholders’ Representative while acting in good faith and the Optionholders (with full power of substitution in the premises) exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholders shall severally indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with such matters as are reasonably necessary for the consummation and acceptance or administration of the transactions contemplated in Stockholders’ Representative’s duties under this Agreement. (d) The Stockholders’ Representative shall have full power and authority on behalf of each Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Stockholders under this Agreement, the Escrow Agreement and the other agreements Stockholder Related Agreements. (e) By his, her or its approval of this Agreement and the transactions contemplated hereby and therebyby this Agreement, including executing and delivering all agreementseach Stockholder agrees, amendmentsin addition to the foregoing, certificates, receipts, consents, elections, that: (i) the Purchaser shall be entitled to rely conclusively on the instructions and other documents contemplated by, or deemed decisions of the Stockholders’ Representative as to (A) the settlement of any claims for indemnification by the Stockholders Representative Purchaser pursuant to Article X, (B) actions taken in respect of indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, and (C) any other actions required or permitted to be necessary or desirable in connection with taken by the Stockholders’ Representative under this Agreement, the Escrow Agreement and any Stockholder Related Agreement, and no Stockholder shall have any cause of action against the other agreements contemplated hereby Purchaser for any action taken by the Purchaser in reliance upon the instructions or decisions of the Stockholders’ Representative; (ii) all actions, decisions and thereby and instructions of the transactions contemplated herein or therein. Parent and Merger Sub Stockholders’ Representative shall be entitled to rely on such appointment conclusive and to treat binding upon the Company and all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders’ Representative as for any action taken, decision made or instruction given by the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to Stockholders’ Representative under this Agreement or the Stockholders Escrow Agreement except for fraud or willful misconduct by the Stockholders’ Representative in accordance connection with the matters described in this Article XI; (iii) the provisions of this Agreement shall constitute notice to the StockholdersArticle XI are independent and severable, RSU Holders are irrevocable and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder enforceable notwithstanding any contrary action of rights or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of remedies that any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative Stockholder may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document have in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that transactions contemplated by this Agreement, the undersigned representative of any party hereto which is an entity other than a natural person has full power Escrow Agreement and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative.Stockholder Related Agreements; and 41 (f) Upon the provisions of this Article XI shall be binding upon the executors, heirs, legal Representatives, personal Representatives, successor trustees and successors of each Stockholder, and any disbursement of amounts from reference in this Agreement or the Indemnity Escrow Account Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholdersrights of the Stockholders under this Agreement, whether pursuant to testamentary disposition, the Optionholders laws of descent and the RSU Holders distribution or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12otherwise.

Stockholders’ Representative. (a) The Stockholders Representative shall be Company Stockholders, by approving this Agreement and the transactions contemplated hereby, hereby irrevocably appoint Xxxxxxx Xxxxxxx as Stockholders’ Representative, including to act as their agent and attorney-in-fact for each purposes of Section 10 and the Escrow Agreement, and consent to the taking by the Stockholders, the RSU Holders ’ Representative of any and all actions and the Optionholders making of any decisions required or permitted to be taken by him under this Agreement and the other agreements contemplated Escrow Agreement (including the exercise of the power to authorize delivery to Parent of the Escrow Funds in satisfaction of claims by Parent or otherwise, agree to, negotiate, enter into settlements and compromises of and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such claims or otherwise, resolve any claims made pursuant to Section 10 and the Escrow Agreement, and to take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing). By his execution of the Escrow Agreement, Xxxxxxx Xxxxxxx hereby in accordance accepts his appointment as the Stockholders’ Representative for purposes of Section 10 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the terms Stockholders’ Representative on all matters relating to Section 10 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 be executed on behalf of any Company Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Company Stockholder by the Stockholders’ Representative, as fully binding upon such Company Stockholder. The rights and obligations of the Stockholders’ Representative shall be as set forth in the Escrow Agreement. If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company Stockholders, then the Escrow Contributors who held a majority of the voting Company Capital Stock immediately prior to the Merger (the “Requisite Former Company Stockholders”) are authorized and shall, within 10 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’ Representative” for purposes of this Section 10.12Agreement and the Escrow Agreement. In If for any reason there is no Stockholders’ Representative at any time, all references herein to the event of Stockholders’ Representative shall be deemed to refer to the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders RepresentativeRequisite Former Company Stockholders. (b) The Stockholders Stockholders’ Representative is hereby authorized shall have no liability to any Company Stockholder, Parent or Surviving Corporation with respect to the execution of his duties and empowered responsibilities, except with respect to act forgross negligence or willful misconduct. Furthermore, the Indemnitors shall indemnify and hold harmless the Stockholders’ Representative for any (i) Damages (including Damages arising out of the negligence of the Stockholders’ Representative) arising out of the acceptance or administration of the Stockholders’ Representative’s duties hereunder and (ii) reasonable fees and expenses incurred in the fulfillment of the Stockholder’s Representative’s duties and responsibilities. The Indemnitors shall severally and not jointly (indemnify the Stockholders’ Representative and hold the Stockholder’s Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder. (c) Each Company Stockholder, by his, her or its approval of this Agreement and/or the acceptance of the payments provided hereby, agrees, in addition to and not in limitation of the foregoing, that: (i) Parent shall be entitled to rely conclusively on the instructions and decisions given or made by, or believed in good faith by Parent to be given or made by, the Stockholders’ Representative as to the settlement of any claims for indemnification by Parent or the Surviving Corporation or any of them pursuant to Section 10 hereof, or any other actions required or permitted to be taken by the Stockholders’ Representative hereunder, and on behalf ofno party shall have any cause of action against Parent for any action taken by Parent in reliance upon any such instructions or decisions; (ii) all actions, any or decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders’ Representative for any action taken, decision made or instruction given by the RSU Holders Stockholder Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders’ Representative; (iii) the provisions of this Section 11.1 are independent and the Optionholders (severable, are irrevocable and coupled with full power of substitution in the premises) an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 11.1 are inadequate; therefore, Parent and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Parent or the Surviving Corporation or any of them brings an action to enforce the provisions of this Section 11.1; and (v) The provisions of this Section 11.1 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Company Stockholder. (d) At the Closing, Parent shall cause to be deposited with the Escrow Agreement Agent the Stockholders’ Representative Escrow Amount. The Stockholders’ Representative Escrow Amount (and earnings thereon) may be applied as the other agreements contemplated hereby and therebyStockholders’ Representative, including executing and delivering all agreementsin its sole discretion, amendmentsdetermines appropriate to defray, certificates, receipts, consents, elections, instructions and other documents contemplated byoffset, or deemed by pay any charges, fees, costs, liabilities or expenses of the Stockholders Stockholders’ Representative to be necessary or desirable incurred in connection with the transactions contemplated by this Agreement or the Escrow Agreement. The balance of the Stockholders’ Representative Escrow Amount held pursuant to this Section 11.1(d), if any, and any income earned thereon, shall be deposited into the Non-Appraisal Rights Escrow Fund and distributed to the Escrow Contributors as part of and on the same terms and conditions as the distribution of the Non-Appraisal Rights Escrow Fund, if any, at the end of the Non-Appraisal Rights Indemnification Claim Period. Notwithstanding the foregoing, following the termination of the Non-Appraisal Rights Escrow Fund pursuant to the terms of the Escrow Agreement, the other agreements contemplated hereby and thereby and Stockholders’ Representative Escrow shall only be so distributed when the transactions contemplated herein or thereinStockholders’ Representative determines, in its sole discretion, that such distribution is appropriate; provided, however, that any such distribution shall be at the Escrow Contributors’ expense. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given have no liability or responsibility to the Stockholders Representative in accordance Escrow Contributors with the provisions of this Agreement shall constitute notice respect to the Stockholders, RSU Holders ’ Representative Escrow Amount or the actions and the Optionholders for all purposes under this Agreement. (c) The appointment responsibilities of the Stockholders Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or OptionholderSection 11.1(d). (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders Representative. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) Each Stockholder, by signing this Agreement, designates Randxxx X. Xxxxxxxx (xx, in the event that Randxxx Xxxxxxxx xx unable or unwilling to serve or resigns, Jamex X. Xxxx) xx be such Stockholders' representative for purposes of this Agreement (the "Stockholders' Representative"). The Stockholders Representative shall be the agent bound by any and attorney-in-fact for each of all actions taken by the Stockholders' Representative on their behalf. As among themselves, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. In the event of the resignation, death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent agree that all decisions shall thereafter be appointed made by an instrument in writing signed by Parent and such successor Stockholders Representativemutual decision. (b) The Stockholders Representative is hereby authorized UniCapital and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub Newco shall be entitled to rely on such appointment upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to treat all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative as is authorized to accept deliveries including any notice, on behalf of the duly Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder, RSU Holder with full power in his or her name and Optionholder. Notices given on his or her behalf to act according to the Stockholders Representative in accordance with the provisions terms of this Agreement shall constitute notice to in the absolute discretion of the Stockholders' Representative, RSU Holders and in general to do all things and to perform all acts including, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Section 10 of this Agreement. This power of attorney and all authority hereby conferred is granted subject to and coupled with the interest of such Stockholder and the Optionholders for all purposes under this Agreement. (c) The appointment other Stockholder hereunder and in consideration of the Stockholders Representative is an agency coupled with an interest mutual covenants and is agreements made herein, and shall be irrevocable and shall not be terminated by any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, act of any Stockholder, RSU Holder by operation of law, whether by such Stockholder's death or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderevent. (d) The Stockholders Notwithstanding the foregoing, the Stockholder Representative shall not be liable to promptly inform the other Stockholders of all notices received, and of all actions, decisions, notices and exercises of any Stockholderrights, RSU Holder, Optionholder power or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted authority proposed to be done, given or taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Stockholder Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment. As between themselves, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to agree that the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Stockholders' Representative shall be entitled to rely only take action, or refrain from taking action, upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine consultation with and the authenticity or the correctness of any fact stated therein or the propriety or validity prior approval of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders RepresentativeStockholders. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Stockholders’ Representative shall be is hereby irrevocably appointed as the agent Stockholders’ Representative, agent, proxy, and attorney-in-fact for each of all the Stockholders for all purposes under this Agreement including the full power and authority on the Stockholders’ behalf: (i) to consummate the Transactions, (ii) to negotiate and settle disputes arising under, the RSU Holders and the Optionholders under or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Stockholders any funds received on behalf of the Stockholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Stockholders pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Stockholders or the Stockholders’ Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, engage the Company to distribute funds (including the Merger Consideration, the Net Positive Purchase Price Adjustment Amount (if any) and the Adjustment Escrow Release Amount), give receipts for funds, make or direct payments of funds from the Adjustment Escrow Amount in satisfaction of claims asserted by Buyer, and object to any claims by any Person against the Adjustment Escrow Amount, (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Stockholders), and (vii) to take all other actions to be taken by or on behalf of the Stockholders in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Stockholders’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Stockholder. All decisions and actions by the Stockholders’ Representative shall be binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. If an allocation is not otherwise provided for in this Agreement, the Stockholders’ Representative shall distribute funds to the Stockholders in accordance with the terms of this Section 10.12their respective Indemnifying Party Pro Rata Share. In the event Buyer, LLC Sub, Merger Sub and Senior Lenders may conclusively rely, without independent verification or investigation, upon any such decision or action of the resignationStockholders’ Representative as being the binding decision or action of every Stockholder, death and neither Buyer, LLC Sub, Merger Sub nor Senior Lenders shall be liable to any Stockholder or incapacity any other Persons for any actions taken or omitted from being taken by them or by Buyer, LLC Sub, Merger Sub or Senior Lenders in accordance with or reliance upon any such decision or action of the Stockholders’ Representative. The Stockholders’ Representative shall have no duties or obligations to the Stockholders Representativehereunder, a successor Stockholders Representative reasonably satisfactory to Parent except as expressly set forth in this Agreement, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders read into this Agreement, or shall otherwise exist against the Stockholders’ Representative. (b) The Stockholders By the approval of this Agreement, each Stockholder hereby severally, for itself only and not jointly and up to its Indemnifying Party Pro Rata Share, agrees to indemnify and hold harmless the Stockholders’ Representative and its partners, managers, officers, agents and other representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Stockholders’ Representative or such other Person is hereby authorized and empowered made a party by reason of the fact that it is or was acting as the Stockholders’ Representative pursuant to act forthe terms of this Agreement, and on behalf of, any or all other than as a result of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, ’ Representative’s bad faith or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreementwillful misconduct. (c) The appointment Neither the Stockholders’ Representative nor any of its members, managers, officers, agents or other representatives shall incur any liability to any Stockholder by virtue of the Stockholders Representative is an agency coupled with an interest and is irrevocable and failure or refusal of such Persons for any action taken by reason to consummate the Stockholders Representative pursuant Transactions or relating to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action performance of or direction from such Stockholder, RSU Holder or Optionholdertheir duties hereunder, except for actions or omissions of the Stockholders Representative constituting bad faith or willful misconduct or gross negligencemisconduct. The death or incapacityStockholders’ Representative and its members, or dissolution or managers, officers, agents and other termination representatives and their respective Affiliates shall have no liability in respect of existence, of any Legal Proceeding brought against such Persons by any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency regardless of the Stockholders Representative. Parentlegal theory under which such liability or obligation may be sought to be imposed, Merger Sub and whether sounding in contract or tort, or whether at law or in equity, or otherwise, unless such Persons took or omitted taking any other party to any document contemplated by this Agreement action in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act bad faith or as result of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholderwillful misconduct. (d) The Stockholders Stockholders’ Representative shall not be liable have the right, in its sole discretion, to recover from any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken amounts withheld by the Stockholders Representative in Stockholders’ Representative, including without limitation, its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises reasonable out of willful misconduct or gross negligence pocket expenses incurred in the performance of its duties hereunder (the “Charges”). In the event such amounts are insufficient to satisfy the Charges, then the Stockholders’ Representative may recover such deficit from the Adjustment Escrow Amount. In event the Adjustment Escrow Amount is insufficient to satisfy such deficit, each Stockholder will be obligated to pay any remaining unpaid amounts to the Stockholders’ Representative on the part of the Stockholders Representativea several, and the Stockholders Representative shall not be liable joint, basis, up to any each such Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub’s Indemnifying Party Pro Rata Share. (e) The In the event that the Stockholders’ Representative becomes unable or unwilling to continue in its capacity as the Stockholders’ Representative, or if the Stockholders’ Representative resigns as the Stockholders’ Representative, a majority in interest of the Stockholders Representative may act pursuant to by written consent appoint a new representative as the advice Stockholders’ Representative. Notice and a copy of counsel with respect to any matter relating to this Agreement the written consent appointing such new representative and shall not bearing the signatures of a majority in interest of the Stockholders must be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine Buyer. Such appointment will be effective upon the authenticity later of the date indicated in the consent or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed date such consent is received by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the contrary is delivered to the Stockholders RepresentativeBuyer. (f) Upon any disbursement of amounts from the Indemnity Escrow Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative in the performance or discharge of its duties pursuant to this Section 10.12.

Stockholders’ Representative. (a) The Stockholders Representative shall be Each stockholder of Xxxxxxxx on the agent date this Agreement is voted upon by the stockholders of Xxxxxxxx, for itself and its respective successors and assigns (each a "Xxxxxxxx Stockholder" and collectively the "Xxxxxxxx Stockholders") hereby irrevocably makes, constitutes and appoints Xxxxxx X. Xxxxxxxx, Xx. as such Xxxxxxxx Stockholder's attorney-in-fact and agent, with full power of substitution, to act for and on behalf of such Xxxxxxxx Stockholder with respect to any claim or matter arising after the Closing Date under this Agreement or the Holdback Agreement (the "Stockholders' Representative"), and authorizes and empowers him to fulfill the role of Stockholders' Representative as set forth in Section 4.20(b). Each such Xxxxxxxx Stockholder acknowledges that the appointment of this Stockholders' Representative herein made is coupled with an interest and may not be revoked. The Stockholders' Representative accepts his appointment and authorization to act as attorney-in-fact and agent of the Xxxxxxxx Stockholders. (b) In furtherance of this appointment herein made, each Xxxxxxxx Stockholder, fully and without restriction: (i) agrees to be bound by all notices received and agreements and determinations made by and documents executed and delivered by the Stockholders' Representative under this Agreement or the Holdback Agreement; and (ii) authorizes the Stockholders' Representative to (A) dispute or refrain from disputing any claim made by MSGI or Merger-Sub under this Agreement or the Holdback Agreement, (B) negotiate and compromise any dispute which may arise under this Agreement or the Holdback Agreement, (C) exercise or refrain from exercising any remedies available to the Xxxxxxxx Stockholders under this Agreement or the Holdback Agreement, (D) sign any releases or other documents with respect to any such dispute or remedy, (E) waive any condition contained in this Agreement or the Holdback Agreement, (F) give such instructions and do such other things and refrain from doing such other things as the Stockholders' Representative in his sole discretion deems necessary or appropriate to carry out the provisions of this Agreement or the Holdback Agreement, (G) disburse all or any portion of the Expense Amount in payment of the Xxxxxxxx Stockholder Expenses, (H) disburse any or all of the Earn-Out Amount pursuant to a separate writing executed by the Stockholders' Representative and MSGI, and (I) retain such counsel, accountants and other professional advisors as the Stockholders' Representative reasonably deems necessary to assist him in the performance of his duties hereunder and pay the fees, costs and expenses thereof out of funds coming into the hands of the Stockholders, the RSU Holders and the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.12. ' Representative. (c) In the event of the resignationresignation of the Stockholders' Representative, the resigning Stockholders' Representative shall appoint a successor from among the Majority Stockholders and who shall agree in writing to accept such appointment. If the Stockholders' Representative should die or become incapacitated, his successor shall be appointed within 15 days of his death or incapacity by a majority of the Majority Stockholders, and such successor shall be a Majority Stockholder. The choice of a successor Stockholders' Representative appointed in any manner permitted above shall be final and binding upon each Xxxxxxxx Stockholder. The decisions and actions of any successor Stockholders' Representative shall be, for all purposes, those of a Stockholders' Representative as if originally named herein. (d) The death or incapacity of the Stockholders Representative, a successor Stockholders Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders, the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to the Stockholders Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders, RSU Holders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Stockholders Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder Xxxxxxxx Stockholder shall not terminate the authority and agency of the Stockholders Stockholders' Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders MSGI and Merger-Sub shall be entitled to rely exclusively upon any communication given or other action taken by the Stockholders' Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement hereto and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act not taken in reliance upon the Stockholders' Representative. MSGI and Merger-Sub shall not be obligated to inquire as to the authority of the Stockholders' Representative with respect to the taking of any instrument or signature believed by it to be genuine and may assume action that the Person purporting Stockholders' Representative takes or purports to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative take on behalf of that party unless written notice to the contrary is delivered to the Stockholders RepresentativeXxxxxxxx Stockholders. (f) Upon any disbursement of amounts from the Indemnity Escrow Account The Xxxxxxxx Stockholders, jointly and severally, agree to indemnify the Stockholders, the Optionholders ' Representative and the RSU Holders to hold him or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for her harmless against any and all expensesloss, charges liability or expense incurred without bad faith on the part of the Stockholders' Representative and liabilitiesarising out of or in connection with his or her duties as the Stockholders' Representative, including the reasonable attorneys’ fees, costs and expenses incurred by the Stockholders Stockholders' Representative in the performance defending against any claim or discharge of its duties pursuant to this Section 10.12liability in connection herewith.