Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. (a) Pursuant By the execution and delivery of this Agreement, each Stockholder shall be deemed to the Stockholders Approval dated on or about the date hereof have irrevocably appointed, authorized and the Letters of Transmittal and Option Cancelation Acknowledgement Agreementsdirected Wxxxxxx X. Xxxxxxx to act as such Stockholder’s agent, as applicablerepresentative, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent proxy and attorney-in-fact to act on behalf for the purpose of each Equityholder, in connection with and to facilitate effecting the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under by this Agreement and the consummation Transaction Documents, and exercising, on behalf of the transactions contemplated hereby as the all Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests powers of the Equityholders Stockholders hereunder and to enforce and protect thereunder. Without limiting the rights and interests generality of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for hereinforegoing, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement shall have full power and authority, and is hereby directed, for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewithStockholders, to (A) assert any claim or institute any Action or investigation; (B) investigatetake such action, defendand to exercise such rights, contest or litigate any Action or investigation initiated by Parentpower and authority, the Surviving Corporation or any other Personas are authorized, or by any Governmental Entity against delegated and granted to the Stockholders’ Representative and/or 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 Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of the Equityholders, and receive process on behalf of any Stockholder, to execute and deliver, or all Equityholders hold in any such Action or investigation escrow and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect torelease, any such Action exhibits or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating amendments to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such Transaction Documents or any other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writingsstatements, andnotices, in generalapprovals, extensions or waivers relating to the transactions contemplated hereby or thereby, to do 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 things 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 take any and all action that be coupled with an interest. Execution of this Agreement by the Stockholders shall constitute agreement to be bound by the actions of the Stockholders’ RepresentativeRepresentative taken hereunder and thereunder. The parties hereto acknowledge and agree that, in its sole as to all matters arising under this Agreement and absolute discretionthe 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 action or event is conclusive and binding upon theStockholders, such determination, action or event of the Stockholders’ Representative shall be conclusive and binding upon the Stockholders. In addition, the Stockholder’s Representative shall have all such incidental powers as may consider be necessary or proper or convenient in connection with or desirable to carry out into effect the transactions contemplated by provisions of this Agreement; (v) Section 11.15, including, at the expense of the Stockholders, to engage outside counselretain attorneys, accountants and other advisors and incur such other expenses on behalf to assist him in the performance of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreementhis duties hereunder. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.BACK

Stockholders’ Representative. (a) Pursuant to Each Principal Stockholder, by executing this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxxx (the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the “Stockholders’ Representative”) as his, for the benefit of the Equityholders and the exclusive her or its agent and attorney-in-fact and authorizes the Stockholders’ Representative to act take, and consent to the Stockholders’ Representative taking, the following actions for and on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authoritysuch Principal Stockholder: (i) to give and receive notices and communications, (ii) to authorize delivery to Parent of Escrow Shares from the Escrow Fund in satisfaction of claims by the Parent Indemnitees, (iii) to object to such deliveries, (iv) to agree to, negotiate, execute enter into settlements and deliver compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such waiversclaims, consents and amendments under (v) to take all other actions contemplated for the Stockholders’ Representative in this Agreement and (vi) to take all actions necessary or appropriate in the consummation judgment of Stockholders’ Representative for the accomplishment of the transactions contemplated hereby as foregoing. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all such matters relating to this Agreement (including ARTICLE 7) 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 Principal Stockholder by the Stockholders’ Representative, in its sole discretion, may deem necessary and on any other action taken or desirable; (ii) as purported to be taken on behalf of any Principal Stockholder by the Stockholders’ Representative, as fully binding upon such Principal Stockholder. Notices or communications to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as from the Stockholders’ Representative shall determine constitute notice to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs from each of debt, claims and petitions as the Principal Stockholders. Any decision or action by the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise hereunder, including any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of any claims to indemnify, hold harmless or reimburse any Parent Indemnitee hereunder, shall not have any obligation to take any such actions, constitute a decision or action of all Principal Stockholders and shall not be final, binding and conclusive upon each such Principal Stockholder. No Principal Stockholders shall have any liability for any failure the right to take any such actions; (iii) to waive object to, dissent from, protest or refrain from enforcing any right of otherwise contest the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativesame.

Stockholders’ Representative. (a) Pursuant The Stockholders hereby appoint the Institutional Stockholder as their representative from the date hereof, such representative shall be the "Stockholders' Representative". The Stockholders' Representative is hereby authorized to act as each Stockholder's representative and the Stockholders Approval dated on each agree that the Buyer may rely, without enquiry, upon any action of the Stockholders' Representative as the act of all of the Stockholders in all matters referred to in this Agreement or about the date hereof Escrow Agreement as being carried out by the Stockholders' Representative and the Letters further to enter into any agreement with respect to any matter or transaction contemplated by this Agreement. The Stockholders, by their execution of Transmittal and Option Cancelation Acknowledgement Agreementsthis Agreement, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as also authorize the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiatetake all action necessary in connection with the defense, execute payment and/or settlement of any claims for which the Escrow Amount may be available to indemnify any of the Buyer Indemnitees pursuant to Section 10, (ii) to give and deliver such waivers, consents and amendments receive all notices required to be given under Section 10 of this Agreement and the consummation of the transactions Escrow Agreement, (iii) to take any and all additional action as is contemplated hereby as to be taken by the Stockholders’ Representative' Representative by the terms of this Agreement or the Escrow Agreement, in its sole discretion, may deem necessary or desirable; (iiiv) as the Stockholders’ Representative, to enforce negotiate and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating enter into amendments to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Escrow Agreement for and on behalf of the Equityholders includingStockholders, consenting to, compromising and (v) to take all actions necessary or settling any such claims, conducting negotiations with Parent, appropriate in the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against judgment of the Stockholders’ Representative and/or for the accomplishment of any of the Equityholdersforegoing. At any time the Institutional Stockholder may agree to appoint another person (or persons, acting jointly and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms severally) as the Stockholders’ ' Representative in substitution for the existing Stockholders' Representative. Such successor shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is agree in writing signed by to accept the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount appointment in accordance with the terms of this AgreementAgreement and such appointment shall be promptly notified to the Buyer in writing. The Equityholders may not make any claim hereunder except through Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and Buyer relating to the determination of the defense, payment or settlement of any claims for which the Escrow Amount may be available to indemnify any of the Buyer Indemnitees pursuant to Section 10, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Stockholder. No Stockholders shall have the right to object to, dissent from, protest or otherwise contest the same and the Buyer and Buyer Indemnitees are hereby relieved from any liability to any Stockholder for any acts done by them in accordance with the instruction, decision, or act of the Stockholder’s Representative. The Stockholders’ Representative shall receive no compensation for its services hereunder or under the Escrow Agreement.

Stockholders’ Representative. (a) Pursuant to By virtue of the approval of the Merger and this Agreement by the Stockholders, each of the Stockholders Approval dated on or about shall be deemed to have agreed to appoint the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, Stockholders Representative as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive its agent and attorney-in-fact to act on behalf of each Equityholderand as stockholder representative, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders includingStockholders to hold the Note for the account of the Stockholders in accordance with the Merger Consideration Allocation Schedule, consenting to give and receive notices and communications, to authorize payment to any Parent indemnified party from the Escrow Account in satisfaction of claims by any Parent indemnified party, to object to such payments, to agree to, compromising or settling any 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, conducting negotiations with Parentto assert, the Surviving Corporation negotiate, enter into settlements and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholderscompromises of, and receive process on behalf demand arbitration and comply with orders of any or all Equityholders in any such Action or investigation courts and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges awards of arbitrators with respect to, any such Action other claim by any Parent indemnified party against any Stockholder or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in by any such Action Stockholder against any indemnified party or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take dispute between any indemnified party and any such actionsStockholder, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement, including in connection with the determination of the Company Estimated Net Working Capital and the Company Closing Net Working Capital and the payment of any Company Shortfall in Sections 2.03, 2.04 and 2.05 of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed or any change to the agency made unless holders of a majority in interest of the Escrow Account agree to such waiver is removal and to the identity of the substituted agent or such change. Notwithstanding the foregoing, a vacancy in writing signed the position of Stockholder Representative may be filled by the Stockholders’ holders of a majority in interest of the Escrow Account. No bond shall be required of the Stockholder Representative; (iv) , and the Stockholder Representative shall not receive any compensation for his services. Notices or communications to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, or from the Stockholder Representative shall constitute notice to do any and all things and to take any and all action that or from the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. The Stockholders’ Representative shall have the full and exclusive authority to (ai) Pursuant 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 Approval dated on in connection with any matter as to which Stockholders are or about may be obligated under this Agreement or the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Escrow Agreements, as applicable, all in the Equityholders have constituted, appointed and empowered effective from and after the date absolute discretion of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representativein general, to enforce do all things and protect the rights perform all acts, including without limitation executing and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for hereindelivering all agreements, certificates, receipts, consents, elections, instructions, and to take any and all actions which other instruments or documents contemplated by, or deemed by the Stockholders’ Representative believes are to be necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, advisable in connection therewithwith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholdersthis Agreement, and receive process on behalf (iii) take all actions necessary or desirable in connection with the defense or settlement of any or all Equityholders in any such Action or investigation indemnification claims pursuant to Article 9 and compromise or settle on such terms as performance of obligations under Article 3. All decisions by the Stockholders’ Representative shall determine 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, but the Stockholders’ Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be appropriatetaken), except that it shall be liable for harm which it directly causes by an act of willful misconduct or gross negligence. Parent acknowledges and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as agrees that the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the resign as Stockholders’ Representative shall not have at any obligation time by written notice delivered to take any such actionseach Stockholder and to Parent, and that upon such resignation the Stockholders shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the promptly select a successor Stockholders’ Representative.

Stockholders’ Representative. (a) Pursuant In order to administer efficiently (i) the implementation of the Agreement by certain of the Stockholders, (ii) the waiver of any condition to the Stockholders Approval dated on or about obligations of such Stockholders, and (iii) the date hereof settlement of any dispute with respect to the Agreement, the Former Management Stockholders, the Management Holders and the Letters Berkshire Stockholders, with the exception of Transmittal Berkshire and Option Cancelation Acknowledgement AgreementsBerkshire Partners, as applicable, (the Equityholders have constituted, appointed and empowered effective from and after "Designating Stockholders") hereby designate Russxxx X. Xxxxx xx their representative (the date of such consent, Parthenon Investors III, L.P. as "Stockholders' Representative"). (b) The Designating Stockholders hereby authorize the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: ' Representative (i) to negotiate, execute and deliver such waivers, consents and amendments under this take all action necessary in connection with the implementation of the Agreement on behalf of the Designating Stockholders and the consummation settlement of the transactions contemplated hereby as the Stockholders’ Representativeany dispute, in its sole discretion, may deem necessary or desirable; (ii) as to give and receive all notices required to be given under the Stockholders’ Representative, Agreement with respect to enforce the Designating Stockholders and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and (iii) to take any and all actions which the Stockholders’ Representative believes are necessary additional action as is contemplated to be taken by or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated Designating Stockholders by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. The Equityholders may not make any claim hereunder except through (c) Each Designating Stockholder hereby specifically authorizes and directs the Stockholders’ Representative.' Representative to execute on behalf of such Designating Stockholder the certificates to be delivered to Buyer by the Representing Parties and the Stockholders pursuant to Section 6.1 unless such authorization and direction shall have been revoked by such Designating Stockholder in writing prior to the Closing. (d) In the event that the Stockholders' Representative dies, becomes legally incapacitated or resigns from such position, Robexx X. Xxxll shall fill such vacancy and shall be deemed to be the Stockholders' Representative for all purposes of this Agreement unless otherwise determined by the Designating Stockholders owning a majority of the shares of New Stock held (on a fully diluted basis) by all Designating Stockholders; however, no change in the Stockholders' Representative shall be effective until Buyer is given notice of such change by one or more of the Designating Stockholders. (e) All decisions and actions by the Stockholders' Representative in accordance with this Agreement shall be binding upon all of the Designating Stockholders, and no Designating Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (f) By their execution of this Agreement, the Designating Stockholders agree that:

Stockholders’ Representative. (a) Pursuant Appointment of Stockholders’ Representative. In the event the Stockholders approve the Merger pursuant to the Stockholders Approval dated on or about the date hereof and the Letters Written Consent, effective as of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as this Agreement and without any further action by the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive Rxxxxx Xxxxxxx will be appointed as agent and attorney-in-fact to act (the “Stockholders’ Representative”) for each Stockholder receiving Martek Common Stock in the Merger, for and on behalf of each Equityholder, in connection with the Stockholder. The Stockholders’ Representative shall have full power and authority to facilitate the consummation represent all of the transactions contemplated hereby, which shall include the power Stockholders and authority: (i) their successors with respect to negotiate, execute and deliver such waivers, consents and amendments all matters arising under this Agreement and the consummation of the transactions contemplated hereby as Escrow Agreement and all actions taken by the Stockholders’ Representative, Representative hereunder and thereunder shall be binding upon all such Stockholders and their successors as if expressly confirmed and ratified in its sole discretion, may deem necessary or desirable; (ii) as the writing by each of them. The Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to Representative shall take any and all actions which the Stockholders’ Representative he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Equityholders Stockholders, as fully as if the 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 any such claimsall Indemnity Claims, conducting negotiations with Parent, the Surviving Corporation Martek and their respective Representatives its agents regarding such claims, anddealing with Martek and the Martek Escrow Agent 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 actions specified in or contemplated by this Agreement and the Escrow Agreement, and engaging counsel, accountants or other Stockholders’ Representatives in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, with the Surviving Corporation or any other Person, or by any Governmental Entity against foregoing matters. Without limiting the Stockholders’ Representative and/or any generality of the Equityholdersforegoing, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine have full power and authority to be appropriateinterpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of all such Stockholders and such successors. Notwithstanding the foregoing, and give receipts, releases and discharges with respect to, each Stockholder shall have the right to exercise any such Action or investigation; (C) file any proofs of debt, claims and petitions as voting rights appertaining to the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Martek Escrow Amount. The Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising act as promptly as reasonably possible in carrying out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativehis duties.

Stockholders’ Representative. (a) Pursuant to The Holding Company and the Stockholders Approval dated on or about the date hereof hereby designate and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, appoint Xx. Xxxxxxx X. Bernstein as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact and representative to act on behalf of each Equityholderthe Holding Company and the Stockholders (the “Stockholders’ Representative”), from and after the date hereof as provided for herein and in connection with and to facilitate the consummation of the transactions contemplated hereby, which Escrow Agreement. The Stockholders’ Representative shall include the have full power and authority: (i) authority to negotiate, execute represent the Holding Company and deliver such waivers, consents and amendments the Stockholders with respect to all matters arising under this Agreement and the consummation of the transactions contemplated hereby as Escrow Agreement and all actions taken by the Stockholders’ Representative, Representative hereunder and thereunder shall be binding upon the Holding Company and the Stockholders and their successors as if expressly confirmed and ratified in its sole discretion, may deem necessary or desirable; (ii) as the writing by each of them. The Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to Representative shall take any and all actions which the Stockholders’ Representative he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Equityholders Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, defending and making all indemnity claims under this Agreement, consenting to, compromising or settling any all such indemnity claims, conducting negotiations with Parent, the Surviving Corporation Buyer and their respective its Representatives regarding such indemnity claims, anddealing 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 actions specified in or contemplated by this Agreement and the Escrow Agreement, and engaging counsel, accountants or other Representatives in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, with the Surviving Corporation or any other Person, or by any Governmental Entity against foregoing matters. Without limiting the Stockholders’ Representative and/or any generality of the Equityholdersforegoing, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine have full power and authority to be appropriate, interpret all the terms and give receipts, releases provisions of this Agreement and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things Escrow Agreement and to take consent to any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary amendment hereof or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses thereof on behalf of the Equityholders in connection with any matter arising under this Agreement; all such Stockholders and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativesuch successors.

Stockholders’ Representative. (a) Pursuant to The Escrow Participants (by virtue of the Stockholders Approval dated on or about approval of the date hereof Merger and the Letters adoption of Transmittal this Agreement) hereby irrevocably nominate, constitute and Option Cancelation Acknowledgement Agreementsappoint TC Group, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. L.L.C. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and true and lawful attorney-in-fact of the Escrow Participants (the “Stockholders’ Representative”), with full power of substitution, to act on behalf of each Equityholderin the name, in connection with place and to facilitate the consummation stead of the transactions contemplated hereby, which shall include the power Escrow Participants for purposes of executing any documents and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as taking any actions that the Stockholders’ RepresentativeRepresentative may, in its sole discretion, may deem necessary determine to be necessary, desirable or desirable; (ii) as appropriate in all matters relating to or arising out of this Agreement, including in connection with any adjustment to the consideration payable in connection with the Contemplated Transactions pursuant to Sections 1.7 and 1.8 or any claim for indemnification, compensation or reimbursement under Section 9 or under the Escrow Agreement. In that regard, the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to Representative shall take any and all actions which the Stockholders’ Representative it believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders includingStockholders, consenting toas fully as if the Stockholders were acting on their own behalf, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation including executing this Agreement as Stockholders’ Representative and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against overseeing the Stockholders’ Representative and/or any Expense Fund, giving and receiving notices, instructions and communications permitted or required under this Agreement, interpreting this Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein of the Equityholders, all out-of-pocket fees and receive process on behalf expenses and other obligations of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as incurred by the Stockholders’ Representative shall determine in connection with this Agreement, objecting to be appropriatedeliveries, agreeing to, negotiating and entering into settlements and compromises of, demanding arbitration or other legal proceedings and complying with orders of courts and awards of arbitrators, with respect to such claims, engaging counsel or accountants or other representatives in connection with the foregoing matters, and give receipts, releases and discharges with respect to, any such Action taking all actions necessary or investigation; (C) file any proofs appropriate in the judgment of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that for the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right accomplishment of the Equityholders arising out of or under or in any manner relating to this Agreement; providedforegoing. TC Group, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in L.L.C. hereby accepts its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through appointment as the Stockholders’ Representative.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 12.14, the Stockholders’ Representative shall serve as the exclusive agent of the Former Company Stockholders and the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) Pursuant to the Stockholders Approval dated on or about the date hereof execute all certificates, documents and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act agreements on behalf of each Equityholder, and in connection with the name of any of the Former Company Stockholders and the holders of T2 Warrants and T3 Warrants necessary to facilitate the consummation of effectuate the transactions contemplated hereby, which shall include the power and authority: (ib) to negotiate, execute and deliver such waiversall amendments, consents modifications and amendments waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the Former Company Stockholders and holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement and the consummation or in respect of the transactions Transactions contemplated hereby as hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the Former Company Stockholders and holders of T2 Warrants and T3 Warrants, and no Former Company Stockholder or holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the ’s prior written approval. The Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf is serving in the capacity as exclusive agent of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation Former Company Stockholders and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative and/or shall not be liable to any of the Equityholders, and receive process on behalf of Person for any act done or all Equityholders in any such Action or investigation and compromise or settle on such terms omitted hereunder as the Stockholders’ Representative shall determine to be appropriatewhile acting in good faith, and give receipts, releases and discharges with respect to, any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such Action or investigation; (C) file any proofs good faith. The holders of debt, claims and petitions as shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative may deem advisable and hold it harmless against any loss, liability or necessary; (D) settle expense incurred without gross negligence or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that bad faith on the part of the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to carry out time by the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf holders of a majority in interest of the Equityholders Escrowed Stock held in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount Account upon not less than ten (10) days’ prior written notice to Parent and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may Parent’s written consent, which shall not make any claim hereunder except through the Stockholders’ Representativebe unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. (a) Pursuant Dx. Xxxx Pxxxxx, a director of the Company immediately prior to the Stockholders Approval dated on or about Effective Time, is hereby appointed as the date hereof and representative of the Letters of Transmittal and Option Cancelation Acknowledgement AgreementsCompany Stockholders, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each EquityholderEffective Time, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement each Transaction Document and the consummation of the transactions contemplated hereby as the Transactions (“Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the ”). Stockholders’ Representative, Representative shall have full power and authority to enforce and protect the rights and interests represent all of the Equityholders Company Stockholders and their successors, assigns, heirs and representatives with respect to enforce all matters arising under the Transaction Documents and protect all actions taken by Stockholders’ Representative thereunder shall be final, conclusive and binding upon all of the rights Company Stockholders and interests their successors, assigns, heirs and representatives as if expressly confirmed and ratified in writing by each of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for hereinthem, 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 the Stockholders’ Representative he believes are necessary or appropriate under this Agreement the Transaction Documents for and on behalf of the Equityholders 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, consenting towithout limitation, compromising 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 settling any such claimscontemplated by the Transaction Documents and engaging counsel, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, accountants or other advisors in connection therewith, to with the foregoing matters. All costs and expenses incurred by Stockholders’ Representative in fulfillment of his duties hereunder (Aincluding the fees and expenses of counsel) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against shall be paid from the Stockholders’ Representative and/or any Expense Fund. Without limiting the generality of the Equityholdersforegoing, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine have full power and authority to be appropriate, interpret all the terms and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right provisions of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things Transaction Documents and to take consent to any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses amendment thereof on behalf of all of the Equityholders in connection with any matter arising under this Agreement; Company Stockholders and (vi) to collecttheir successors, hold assigns, heirs and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativerepresentatives.

Stockholders’ Representative. (a) Pursuant Effective upon and by virtue of the vote of the Stockholders approving and adopting this Agreement and the Merger pursuant to the Stockholders Approval dated on or about Written Consent, and without any further act of any of the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement AgreementsStockholders, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for Representative shall be hereby appointed as the benefit representative of the Equityholders Holders and as the exclusive agent and attorney-in-fact to act and agent for and on behalf of each Equityholder, such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by the Stockholders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) taking all actions and making all filings on behalf of such Holders with any Governmental Authority or other Person necessary to facilitate effect the consummation of the transactions contemplated herebyby this Agreement or the Escrow Agreement, which shall include the power (ii) agreeing to, negotiating, entering into settlements and authority: (i) to negotiatecompromises of, execute complying with orders of courts with respect to, and deliver such waivers, consents otherwise administering and amendments handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the consummation Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem prior written consent of such Holder) and (iv) taking all other actions that are either necessary or desirable; (ii) as appropriate in the Stockholders’ Representative, to enforce and protect the rights and interests judgment of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary for the accomplishment of the foregoing or appropriate under contemplated by the terms of this Agreement for and or the Escrow Agreement. The Stockholders’ Representative hereby accepts such appointment. The Stockholders’ Representative shall use commercially reasonable efforts based on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, contact information available to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any to keep the Holders reasonably informed with respect to actions of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine pursuant to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the authority granted the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Stockholders’ Representative shall not have of any obligation to take any change of address of such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ RepresentativeHolder.

Stockholders’ Representative. The Stockholders shall at all times maintain a representative (athe “Stockholders’ Representative”) Pursuant to for purposes of taking certain actions and giving certain consents on behalf of the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. specified herein. Each Stockholder hereby appoints Xxxxxx X. Xxxxxxx as the Stockholders’ Representative, for provided however, if Xxxxxx X. Xxxxxxx dies, is incapacitated or unavailable to act, Xxxxxxx X. Xxxxx is hereby authorized to take all actions hereunder as the benefit Stockholders’ Representative. The Stockholders, each having voting power in proportion to such Stockholder’s pro rata ownership of the Equityholders Company Stock immediately prior to the Closing, may elect one or more replacements to be the Stockholders’ Representative appointed hereunder by majority vote of such interests, provided that Buyer is notified in writing thereof (including written agreement by such replacement to serve as Stockholders’ Representative as set forth herein). Each Stockholder acknowledges that actions taken, consents given and representations made by the exclusive agent and attorney-in-fact to act Stockholders’ Representative on behalf of the Stockholders pursuant hereto shall be binding upon the Stockholders. This appointment and grant of power and authority by each EquityholderStockholder is coupled with an interest and is irrevocable and shall not be terminated by any act of the Stockholders or by operation of law, in connection with and whether by the death or incapacity of the Stockholders or by the occurrence of any other event. The Stockholders’ Representative is authorized by the Stockholders to take any action on behalf of the Stockholders to facilitate the consummation of or administer the transactions contemplated hereby, which shall include the power including without limitation, amending this Agreement, settling indemnification claims and authority: (i) to negotiate, execute and deliver executing such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary other documents or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms instruments as the Stockholders’ Representative shall determine to be deems appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. (a) Pursuant to By voting in favor of the Stockholders Approval dated on or about adoption of this Agreement, the date hereof approval of the principal terms of the Merger, execution of a Note Holder Joinder Agreement, and the Letters consummation of Transmittal the Merger or participating in the Merger and Option Cancelation Acknowledgement Agreementsreceiving the benefits thereof, as applicableincluding the right to receive the consideration payable in connection with the Merger, each Indemnifying Party shall be deemed to have approved the Equityholders have constituteddesignation of, appointed and empowered effective from and after the date of such consenthereby designates, Parthenon Investors III, L.P. Shareholder Representative Services LLC as the Stockholders’ Representative (the “Stockholders’ Representative, for ”) under the benefit terms set forth herein. The Stockholders’ Representative shall act as the representative of the Equityholders Indemnifying Parties, and the exclusive agent and attorney-in-fact shall be authorized to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, Indemnifying Parties and to take any and all actions which required or permitted to be taken by the Stockholders’ Representative believes are necessary or appropriate under this Agreement with respect to any claims (including the settlement thereof) made by an Indemnified Party for and on behalf indemnification pursuant to this Article IX (including, without limitation, the exercise of the Equityholders including, consenting power to (i) agree to, compromising or settling negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any such claims, conducting negotiations with Parent, claims for indemnification and (ii) take all actions necessary in the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against judgment of the Stockholders’ Representative and/or any for the accomplishment of the Equityholdersforegoing). In all matters relating to this Article IX, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine be the only party entitled to be appropriateassert the rights of the Indemnifying Parties, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right perform all of the Equityholders arising out obligations of or under or in any manner relating the Indemnifying Parties hereunder. The Indemnified Parties shall be entitled to this Agreement; providedrely on all statements, however, that such waiver is in writing signed by representations and decisions of the Stockholders’ Representative; (iv) . Each Indemnifying Party hereby agrees to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that receive correspondence from the Stockholders’ Representative, including in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativeelectronic form.

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof The Company and the Letters of Transmittal Significant Stockholders hereby authorize, direct and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as appoint the Stockholders’ RepresentativeRepresentative to act as sole and exclusive agent, attorney-in-fact and representative of the Significant Stockholders and the other holders of Company Shares and Company Options, with full power of substitution with respect to all matters under this Agreement, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving certain distributions of the Common Share Price to or for the benefit of the Equityholders holders of the Company Shares and the exclusive agent Company Options, entering into any documents required or permitted under Section 8, contesting and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take settling any and all actions which claims for indemnification pursuant to Section 8 hereof, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative believes are hereunder and to engage and employ agents and representatives and to incur such other expenses as Stockholders’ Representative shall reasonably deem necessary or appropriate prudent in connection with the foregoing. The Stockholders’ Representative shall have the sole and exclusive right on behalf of any Significant Stockholder to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under this Agreement for Section 8 and to settle any claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative consistent herewith, shall be absolutely and irrevocably binding on each Significant Stockholder as if such Significant Stockholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Significant Stockholder’s individual capacity, and no Significant Stockholders shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by the Significant Stockholders hereunder or any action which Significant Stockholders, at their election, have the right to take hereunder, shall be taken only by the Stockholders’ Representative and no Significant Stockholder acting on its own shall be entitled to take any such action. All deliveries and payments to be made by the Buyer to the Stockholders’ Representative pursuant to Sections 2.3(c) and 2.5(d) above shall be made on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, holders of Company Common Shares and Company Options and shall constitute full performance of the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, obligations of the Buyer to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any pursuant to such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges sections with respect to, any to such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative amounts. The Buyer shall not have any obligation to take any be liable for allocation of particular deliveries and payments of such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed amounts by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. (a) Pursuant to Each Company Stockholder, by its approval of, or consent to, the Stockholders Approval dated on or about the date hereof Merger and the Letters adoption of Transmittal and Option Cancelation Acknowledgement Agreementsthis Agreement, as applicableits acceptance of any consideration pursuant to this Agreement or delivery of a Letter of Transmittal, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as hereby irrevocably appoints the Stockholders’ Representative, for the benefit as of the Equityholders date of this Agreement, with power of designation and the exclusive agent assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of each Equityholderof, and in connection with and the name of, such Company Stockholder, regarding any matter relating to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments or arising under this Agreement, the Escrow Agreement and or the consummation Transactions, with the full power, without the consent of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representativesuch Company Stockholder, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms exercise as the Stockholders’ Representative shall determine to be in its sole discretion deems appropriate, and give receipts, releases and discharges the powers that such Company Stockholder could exercise under this Agreement with respect to, any such Action to all of its rights and obligations and to take all actions with respect thereto necessary or investigation; (C) file any proofs appropriate in the judgment of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under in connection with this Agreement; , the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Transactions. The appointment of the Stockholders’ Representative shall not have any obligation to take any such actions, is coupled with an interest and shall not have be irrevocable by any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or Company Stockholder in any manner or for any reason. Buyer, the Paying Agent and the Escrow Agent shall be entitled to rely exclusively, without independent verification or investigation, upon any notices and other acts of the Stockholders’ Representative relating to the Company Stockholders’ rights and obligations under this Agreement; providedAgreement as being legally binding acts of each Company Stockholder individually and collectively, howeverand Buyer, that such waiver is in writing signed by the Paying Agent and the Escrow Agent shall deliver any notice required or permitted under this Agreement to be delivered to the Company Stockholders to the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to . No Company Stockholder may take any action with respect to its rights and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising obligations under this Agreement; and (vi) to collect, hold and disburse Agreement without the Escrow Amount and the Expense Holdback Amount in accordance with the terms express written consent of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. (a) Pursuant to By virtue of the Stockholders Approval dated on approval of this Agreement and/or execution of a Securityholder Acknowledgment Agreement and without any further action of any of the Sellers or about the date hereof and Company, each of the Letters of Transmittal and Option Cancelation Acknowledgement AgreementsSellers, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consentClosing, Parthenon Investors III, L.P. as irrevocably constitutes and appoints the Stockholders’ RepresentativeRepresentative to be his, for the benefit of the Equityholders her or its true and the lawful exclusive agent and attorney-in-fact with full power of substitution to act on behalf of each Equityholder, in connection with as exclusive agent and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement representative for and on behalf of the Equityholders including, consenting to, compromising Sellers with respect to any matter arising under or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim with this Agreement or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against Escrow Agreement. The appointment of the Stockholders’ Representative and/or 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 powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Seller of the Equityholderswhole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the generality of the foregoing, each of the Sellers has authorized the Stockholders’ Representative, from and receive process after the Closing, (A) to act on its behalf in connection with (i) executing and delivering, on behalf of the Sellers, any and all documents or all Equityholders certificates to be executed by the Sellers in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, and (ii) the Escrow Agreement upon the terms and conditions set forth therein, and (B) to do or refrain from doing any further act or deed on behalf of the Sellers which the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Escrow Agreement. In connection with the foregoing, the Stockholders’ Representative shall be entitled to retain counsel and to incur such Action or investigation fees, costs and compromise or settle on such terms expenses as the Stockholders’ Representative shall determine deems to be necessary or appropriate. Notwithstanding the foregoing, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any no obligation to take any such actionsact on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement and in the Stockholders’ Representative Engagement Agreement, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right purposes of clarity, there are no obligations of the Equityholders arising out of or under or Stockholders’ Representative in any manner relating to this Agreement; providedancillary agreement, howeverschedule, that such waiver is in writing signed exhibit or the Schedules. All actions taken by the Stockholders’ Representative; (iv) to makeRepresentative under this Agreement, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Escrow Agreement or the Stockholders’ RepresentativeRepresentative Engagement Agreement shall be binding upon each Seller and such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, in its sole and absolute discretionall defenses which may be available to any Seller to contest, may consider necessary negate or proper or convenient in connection with or to carry out disaffirm the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf action of the Equityholders Stockholders’ Representative taken in connection with any matter arising good faith under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through Agreement or the Stockholders’ RepresentativeRepresentative Engagement Agreement are waived. The Stockholders’ Representative may resign at any time, and may be removed or replaced by the Advisory Group. The 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 the Escrow Agreement.

Stockholders’ Representative. (a) Pursuant to Each Stockholder hereby irrevocably appoints MSDW Capital Partners IV, LLC (the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, "STOCKHOLDERS' REPRESENTATIVE") as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive its agent and attorney-in-fact fact, with full power, by and in the name of such Stockholder, to act execute any and all instruments or other documents on behalf of each Equityholdersuch 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 and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under by this Agreement and the consummation Merger Agreement and the performance of all obligations hereunder or thereunder at or following the Closing. Without limiting the generality of the transactions contemplated hereby as 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 connection with the provisions of this Agreement calling for the agreement of Stockholders, give and receive notices and receive service of process 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 the Merger Agreement or this Agreement, all in the absolute discretion of the Stockholders' Representative, in its sole discretion, may deem necessary or desirable; provided that the Stockholders' Representative shall not be required to make any payments on a behalf of any Stockholder pursuant to Article 4 hereof; (ii) as in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by the Stockholders’ Representative, ' Representative to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are be necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parentadvisable in connection with, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim Merger Agreement or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver take all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider actions necessary or proper or convenient desirable in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf performance of obligations under Article 3 of the Equityholders in connection with any matter arising under this Merger Agreement; , including to withhold funds for satisfaction of expenses or other liabilities and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativeobligations.

Stockholders’ Representative. (a) Pursuant to Each Stockholder hereby irrevocably appoints JLL Partners, Inc. (the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, "Stockholders' Representative") as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive its agent and attorney-in-fact fact, with full power, by and in the name of such Stockholder, to act execute any and all instruments or other documents on behalf of each Equityholdersuch 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 and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under by this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Merger Agreement and the transactions provided for hereinperformance of all obligations hereunder or thereunder at or following the Closing. Without limiting the generality of the foregoing, and to take any and all actions which the Stockholders’ ' Representative believes are shall have the full and exclusive authority to (i) agree with Purchaser with respect to any matter or thing required or deemed necessary or appropriate under by the Stockholders' Representative in connection with the provisions of this Agreement calling for and on behalf the agreement of the Equityholders includingStockholders, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, give and receive notices and receive service of process 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 the Merger Agreement or this Agreement, all Equityholders in any such Action or investigation and compromise or settle on such terms as the absolute discretion of the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement' Representative; provided, however, that such waiver is the Stockholders' Representative shall not be required to make any payments on a behalf of any Stockholder pursuant to Article IV hereof; (ii) in writing signed general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by the Stockholders’ Representative; (iv) ' Representative to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider be necessary or proper or convenient advisable in connection with with, the Merger Agreement or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (viiii) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount take all actions necessary or desirable in accordance connection with the terms performance of this obligations under Articles II and III of the Merger Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative, including to withhold funds for satisfaction of expenses or other liabilities and obligations.

Stockholders’ Representative. (a) Pursuant to The Voting Stockholders of the Stockholders Approval dated on or about the date hereof Company, by approving this Agreement and the Letters of Transmittal transactions contemplated hereby and Option Cancelation Acknowledgement Agreementsthereby, hereby irrevocably appoint Xx. Xxxxx Xxxxxx-Levi as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive their agent and attorney-in-fact to act on behalf for purposes of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation Transaction Documents, including without limitation, Sections 2.2, 9 and 10 and the Escrow Agreement (the “Stockholders’ Representative”), 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 her or him under this Agreement, the Escrow Agreement and the Transaction Documents (including, without limitation, the exercise of the transactions contemplated power to authorize delivery to the ILOG Group of cash out of the Escrow in satisfaction of claims by the ILOG Group). The Stockholders’ Representative hereby agrees to negotiate, enter into settlements and compromises Back to Contents of claims, including third-party claims, to comply with orders of courts and awards of arbitrators with respect to such claims, resolve any claim made pursuant to Sections 2.2, 9 and 10, take all actions necessary in her or his judgment for the accomplishment of the foregoing, and hereby accepts her or his appointment as the Stockholders’ Representative such purposes. The ILOG Group shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to the foregoing 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 Shareholders by the Stockholders’ Representative, in its sole discretion, may deem necessary and on any other action taken or desirable; (ii) as purported to be taken on behalf of any Company shareholder by the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of as fully binding upon such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ RepresentativeCompany shareholder.

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. DLJMB will serve as the Stockholders’ Representative (in such capacity, the “Stockholders’ Representative, for ”) and will take such actions to be taken by the benefit of the Equityholders Stockholders’ Representative under this Agreement and the exclusive agent Escrow Agreement and attorney-in-fact to act such other actions on behalf of each Equityholderthe Stockholders as DLJMB may deem necessary or appropriate to consummate the transactions contemplated hereby, in connection including (i) taking all actions and making all filings on behalf of the Stockholders with and any Governmental Authority or other Person necessary to facilitate effect the consummation of the transactions contemplated herebyby any Transaction Agreement, which shall include the power (ii) agreeing to, negotiating, entering into settlements and authority: compromises of, and complying with orders of courts with respect to any claims under any Transaction Agreement, (iiii) subject to negotiateSection 11.03, execute negotiating and deliver such waivers, consents and executing any waivers or amendments under of this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem (iv) taking all other actions that are either (A) necessary or desirable; (ii) as appropriate in the Stockholders’ Representative, to enforce and protect the rights and interests judgment of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf the accomplishment of the Equityholders including, consenting to, compromising foregoing or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated contemplated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf terms of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Transaction Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the . The Stockholders’ Representative shall not have be liable to any obligation to take any such actions, and shall not have any liability Holder for any failure act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable judgment. Buyer and MergerCo shall be entitled to take rely on any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed and all actions taken by the Stockholders’ Representative; (iv) Representative as provided for under this Agreement without any liability to, or obligation to makeinquire of, execute, acknowledge any Holder. Buyer and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do MergerCo shall have no liability for any and all things and to take any and all action that acts or omissions of the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary Representative or proper or convenient in connection otherwise with or respect to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through brought by any Holder against any other Holder or the Stockholders’ Representative.

Stockholders’ Representative. (a) Pursuant to the The Selling Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreementshereby irrevocably appoint YEONGYI (Asia) Co., Ltd. as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive their agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate (the consummation of the transactions contemplated hereby, which shall include the power and authority: (i“Stockholders’ Representative”) to negotiate, execute and deliver such waivers, consents and amendments for all purposes under this Agreement 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 consummation making of the transactions contemplated hereby as any decisions required or permitted to be taken by the Stockholders’ Representative, in its sole discretionthe 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, may deem delivering any consents, waivers or certifications and making any necessary filings); and the taking of all actions necessary or desirable; (ii) as desirable in the Stockholders’ Representative, to enforce and protect the rights and interests judgment of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf the accomplishment of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation foregoing. The Selling Stockholders hereby acknowledge and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against agree that the Stockholders’ Representative and/or any 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 EquityholdersSelling 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 receive process on behalf a decision, act, consent or instruction of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriateconstitute a decision of all the Selling Stockholders, and give receiptsshall be final, releases binding and discharges with respect toconclusive upon each of the Selling Stockholders, and the Parent and the Company may rely upon any such Action decision, act, consent or investigation; (C) file any proofs instruction of debt, claims and petitions as the Stockholders’ Representative may deem advisable as being the decision, act, consent or necessary; (D) settle or compromise any claims asserted under this Agreement; instruction of each and (E) file all of the Selling Stockholders. The Parent and prosecute appeals the Company are relieved from any liability to any Selling Stockholder or any other Person for any acts done by them in accordance with such decision, judgment act, consent or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right instruction of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. Each Stockholder hereby irrevocably authorizes, directs and appoints Xx. Xxxx Xxxxx to act as sole and exclusive representative for such Stockholder (athe “Stockholders’ Representative”) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal authorizes and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as directs the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact Representative to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of such Stockholder and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Persons; (ii) exercise such other rights, power and authority, as are authorized, delegated and granted to the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, pursuant to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (Eiii) file exercise such rights, power and prosecute appeals from authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decisiondecision or determination made by the Stockholders’ Representative consistent therewith, judgment shall be absolutely and irrevocably binding on each such Person as if such Person personally had taken such action, exercised such rights, power or award rendered authority or made such decision or determination in any such Action or investigation, it being understood Person’s capacity. Each Stockholder agrees that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability be liable for any failure actions taken or omitted to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or be taken under or in any manner connection with this Agreement or the transactions contemplated hereby or thereby, except for such actions taken or omitted to be taken resulting from Stockholders’ Representative’s willful misconduct. The Buyer shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement; provided, however, that such waiver is in writing signed and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed by or purported to be executed on behalf of any Stockholder by the Stockholders’ Representative; (iv) , and on any other action taken or purported to make, execute, acknowledge and deliver all be taken on behalf of any such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that Person by the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur Representative as fully binding upon each such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ RepresentativePerson.

Stockholders’ Representative. (a) a. Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicableMerger Agreement, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. Stockholders Representative shall act as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act for and on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which Company Stockholders and the Company Vested Stock Optionholders receiving consideration pursuant to Article I of the Merger Agreement. The Stockholders Representative shall include the have full power and authority: (i) authority to negotiate, execute represent all of such Company Stockholders and deliver such waivers, consents Company Vested Stock Optionholders and amendments their respective successors with respect to all matters arising under this Indemnity Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Merger Agreement and all actions taken by the transactions provided for herein, Stockholders Representative hereunder and to thereunder shall be binding upon all such Company Stockholders and Company Vested Stock Optionholders and such successors as if expressly confirmed and ratified in writing by each of them. The Stockholders Representative shall take any and all actions which the Stockholders’ Representative it believes are necessary or appropriate under this Indemnity Agreement and the Merger Agreement for and on behalf of such Company Stockholders and Company Vested Stock Optionholders, as fully as if such Company Stockholders and Company Vested Stock Optionholders were acting on their own behalf, including, without limitation, defending all indemnity claims pursuant to Section 8.2 of the Equityholders includingMerger Agreement, consenting to, compromising or settling any all such indemnity claims, conducting negotiations with ParentParent and the Indemnity Agent under this Indemnity Agreement and the Merger Agreement, taking any and all other actions specified in or contemplated by this Indemnity Agreement and the Merger Agreement, and engaging counsel, accountants or other Stockholders Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Surviving Corporation Stockholders Representative shall have full power and their respective Representatives regarding such claims, and, in connection therewith, authority to (A) assert interpret all the terms and provisions of this Indemnity Agreement and the Merger Agreement and to consent to any claim amendment hereof or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process thereof on behalf of any or all Equityholders in any such Action or investigation Company Stockholders and compromise or settle on Company Vested Stock Optionholders and such terms as the Stockholders’ Representative shall determine successors. The person designated to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Stockholders Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount be changed in accordance with the terms of this provisions set forth in the Merger Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. (ac) Pursuant to the Stockholders Approval dated on or about the date hereof By approving this Agreement and the Letters transactions contemplated hereby and delivering a Letter of Transmittal Transmittal, each Company Stockholder shall have irrevocably authorized, directed and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ RepresentativeRepresentative to act as sole and exclusive agent, attorney-in-fact and representative of the Company Stockholders, with full power of substitution with respect to all matters under this Agreement and the transactions contemplated hereby, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the merger consideration to or for the benefit of the Equityholders Company Stockholders, contesting and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take settling any and all actions which claims for indemnification pursuant to ARTICLE VI, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative believes are necessary or appropriate under this Agreement for hereunder and on behalf of the Equityholders includingto engage and employ agents and representatives, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation retain and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against use the Stockholders’ Representative and/or any of the Equityholders, Expense Amount and receive process on behalf of any or all Equityholders in any incur such Action or investigation and compromise or settle on such terms other expenses as the Stockholders’ Representative shall determine reasonably deem necessary or prudent in connection with the foregoing. The Stockholders’ Representative shall have the sole and exclusive right on behalf of each Company Stockholder to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under ARTICLE VI and to settle any claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative, shall be absolutely and irrevocably binding on each Company Stockholder as if such Company Stockholders personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Company Stockholder’s individual capacity, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be appropriatetaken by the Company Stockholders hereunder or any action that the Company Stockholders, and give receiptsat their election, releases and discharges with respect tohave the right to take hereunder, any such Action or investigation; (C) file any proofs of debt, claims and petitions as shall be taken only by the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in no Company Stockholder acting on its own shall be entitled to take any such Action action. After Closing, Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or investigationpurported to be executed on behalf of any Company Stockholder by the Stockholders’ Representative, it and on any other action taken or purported to be taken on behalf of any Company Stockholder by the Stockholders’ Representative, as being understood that fully binding upon such Person. Notices or communications to or from the Stockholders’ Representative shall not have any obligation constitute notice to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right each of the Equityholders arising out of Company Stockholders. Any decision or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed action by the Stockholders’ Representative; (iv) to makeRepresentative hereunder, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do including any and all things and to take any and all action that agreement between the Stockholders’ RepresentativeRepresentative and Parent relating to the defense, in its sole payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of 59 all the Company Stockholders and absolute discretionshall be final, may consider necessary binding and conclusive upon each such Person. No Company Stockholder shall have the right to object to, dissent from, protest or proper or convenient in connection with or to carry out otherwise contest the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms same. The provisions of this Agreement. The Equityholders may Section 9.15(a), including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not make be terminated by any claim hereunder except through act of any one or the Stockholders’ RepresentativeCompany Stockholders or by operation of Law.

Stockholders’ Representative. (a) Pursuant Immediately upon the approval of this Agreement by Requisite Stockholder Approval, each Stockholder shall be deemed to have consented to the Stockholders Approval dated on or about the date hereof and the Letters appointment of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. Exxxx Xxxxxx as the Stockholders’ Representative, for as the benefit of the Equityholders and the exclusive agent and attorney-in-fact for and on behalf of each such Stockholder, and the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Representative under this Agreement, including the exercise of the power to (a) execute and deliver this Agreement and any amendment hereof or waiver hereunder; (b) authorize delivery to APC of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims; (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims; (d) resolve any Indemnification Claims; and (e) take all actions 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. Accordingly, the Stockholders’ Representative has unlimited authority and power to act on behalf of each Equityholder, in connection Stockholder with and respect to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Stockholders will be bound by all actions taken by the Stockholders’ Representative in connection with this Agreement, and APC shall be entitled to rely on any action or decision of the transactions contemplated hereby as Stockholders’ Representative. The Stockholders’ Representative will incur no Liability with respect to any action taken or suffered by the Stockholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the Stockholders’ Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Stockholders’ Representative may rely on the advice of counsel, and the Stockholders’ Representative will not be liable to Stockholders for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice. The Stockholders’ Representative will not be required to take any action involving any expense, unless the payment of such expense is made or provided for in a manner satisfactory to the Stockholders’ Representative. If and to the extent any such appointment of the Stockholders’ Representative is revoked, such revocation shall be considered a breach of this Agreement and APC shall be entitled to any such resulting Losses from such revocation without regard to the Basket. The Stockholders will be solely responsible for any compensation payable to the Stockholders’ Representative incurred by the Stockholders’ Representative in the performance or discharge of the Stockholders’ Representative’s rights and obligations under this Agreement. In the event of the resignation, removal, death or incapacity of the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the a successor Stockholders’ Representative shall determine to thereafter be appropriate, and give receipts, releases and discharges with respect to, any such Action appointed by vote or investigation; (C) file any proofs written consent of debt, claims and petitions as a majority of the Stockholders. Any new or successor Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted will assume all rights and obligations of the initial Stockholders’ Representative under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.

Stockholders’ Representative. (ac) Pursuant to the Stockholders Approval dated on or about the date hereof By approving this Agreement and the Letters transactions contemplated hereby and delivering a Letter of Transmittal Transmittal, each Company Stockholder shall have irrevocably authorized, directed and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ RepresentativeRepresentative to act as sole and exclusive agent, attorney-in-fact and representative of the Company Stockholders, with full power of substitution with respect to all matters under this Agreement and the transactions contemplated hereby, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the merger consideration to or for the benefit of the Equityholders Company Stockholders, contesting and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take settling any and all actions which claims for indemnification pursuant to ARTICLE VI, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative believes are necessary or appropriate under this Agreement for hereunder and on behalf of the Equityholders includingto engage and employ agents and representatives, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation retain and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against use the Stockholders’ Representative and/or any of the Equityholders, Expense Amount and receive process on behalf of any or all Equityholders in any incur such Action or investigation and compromise or settle on such terms other expenses as the Stockholders’ Representative shall determine reasonably deem necessary or prudent in connection with the foregoing. The Stockholders’ Representative shall have the sole and exclusive right on behalf of each Company Stockholder to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under ARTICLE VI and to settle any claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative, shall be absolutely and irrevocably binding on each Company Stockholder as if such Company Stockholders personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Company Stockholder’s individual capacity, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be appropriatetaken by the Company Stockholders hereunder or any action that the Company Stockholders, and give receiptsat their election, releases and discharges with respect tohave the right to take hereunder, any such Action or investigation; (C) file any proofs of debt, claims and petitions as shall be taken only by the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in no Company Stockholder acting on its own shall be entitled to take any such Action action. After Closing, Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or investigationpurported to be executed on behalf of any Company Stockholder by the Stockholders’ Representative, it and on any other action taken or purported to be taken on behalf of any Company Stockholder by the Stockholders’ Representative, as being understood that fully binding upon such Person. Notices or communications to or from the Stockholders’ Representative shall not have any obligation constitute notice to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right each of the Equityholders arising out of Company Stockholders. Any decision or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed action by the Stockholders’ Representative; (iv) to makeRepresentative hereunder, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do including any and all things and to take any and all action that agreement between the Stockholders’ RepresentativeRepresentative and Parent relating to the defense, in its sole payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all the Company Stockholders and absolute discretionshall be final, may consider necessary binding and conclusive upon each such Person. No Company Stockholder shall have the right to object to, dissent from, protest or proper or convenient in connection with or to carry out otherwise contest the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms same. The provisions of this Agreement. The Equityholders may Section 9.15(a), including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not make be terminated by any claim hereunder except through act of any one or the Stockholders’ RepresentativeCompany Stockholders or by operation of Law.

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement AgreementsFBR Investment Management, Inc. shall act as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholderthe Stockholders with respect to any and all matters, in connection with claims, controversies, or disputes arising out of the terms of this Agreement or any of the Transaction Documents and shall receive and hold the Merger Note on behalf of the Stockholders and to facilitate the consummation take any action on behalf of the transactions contemplated hereby, which shall include Stockholders thereunder (the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby “Stockholders’ Representative”). If more than one Person acts as the Stockholders’ Representative, in its sole discretiona decision of a majority of such Persons shall be conclusive. In the event of the death, may deem necessary disability or desirable; (ii) as the resignation of a Stockholders’ Representative, a successor may be appointed by a majority in interest (based on the aggregate principal amount payable to enforce and protect the rights and interests Stockholders under the Merger Note) of the Equityholders and to enforce and protect Stockholders. The Stockholders’ Representative shall have the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and power to take any and all actions which the Stockholders’ 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 the Merger Note and all claims for indemnification under this Agreement for and on behalf of the Equityholders including, consenting to, compromising to take any action or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, no action in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions therewith as the Stockholders’ Representative may deem advisable or necessary; (D) settle appropriate as effectively as the Stockholders could act themselves, including the settlement or compromise of any claims asserted under this Agreement; dispute or controversy. The authority granted hereunder is deemed to be coupled with an interest. The death or incapacity of any Stockholder shall not terminate the authority and (E) file and prosecute appeals from agency of the Stockholders’ Representative. Verticalnet shall have the right to rely on any decision, judgment actions taken or award rendered in any such Action or investigation, it being understood that omitted to be taken by the Stockholders’ Representative shall not have as being the act or omission of the Stockholders, without the need for any obligation to take inquiry, and any such actions, and actions or omissions shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right be binding upon each of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders. The Stockholders’ Representative; (iv) to makeRepresentative shall incur no liability, executeloss, acknowledge damage or expense as a result of any action taken in good faith hereunder, including any legal fees and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativeexpenses.

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. *** shall act as the Stockholders’ Stockholder’s representative (the “Stockholder’s Representative, for the benefit of the Equityholders ”) and the as exclusive agent and attorney-in-fact to act on behalf of each Equityholderany Stockholder with respect to any and all matters, in connection with and to facilitate the consummation of the transactions contemplated herebyclaims, which shall include the power and authority: (i) to negotiatecontroversies, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons disputes arising out of or under or in any manner relating to the terms of this Agreement and Agreement. The Stockholder’s Representative shall have the transactions provided for herein, and power to take any and all actions which the Stockholders’ Stockholder’s Representative believes are necessary or appropriate under this Agreement 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 Stockholders or any of them following the Closing Date, including for and the purpose of administering the Escrow Agreement, settling on behalf of the Equityholders including, consenting to, compromising or settling Stockholders any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or indemnification claims made by any Governmental Entity against Indemnified Buyer Party under Section 10, representing the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient 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 Stockholder’s Representative, and only the Stockholder’s Representative shall be empowered, following such notice, to respond to or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and take any other advisors and incur such other expenses action on behalf of the Equityholders in connection Stockholders with respect to the claim. The Stockholders shall be bound by any matter arising under this Agreement; and (vi) to collect, hold and disburse all actions taken on their behalf by the Escrow Amount and the Expense Holdback Amount Stockholder’s Representative in accordance with the terms of this Agreement, and in particular, the Stockholders shall be bound by the Escrow Agreement being executed by the Stockholder’s Representative to the same extent as if they were signatories thereto. The Equityholders may not make any claim hereunder except through Stockholder’s Representative is expressly authorized to execute, deliver and perform the Stockholders’ RepresentativeEscrow Agreement.

Stockholders’ Representative. (a) Pursuant to Upon adoption of this Agreement by the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement AgreementsStockholders, as applicableStockholders’ Representative is hereby appointed, the Equityholders have constituted, appointed authorized and empowered effective from (and after the date by its execution of such consent, Parthenon Investors III, L.P. this Agreement as the Stockholders’ Representative, M/C Venture Partners V, L.P. hereby accepts such appointment) to act as Stockholders’ Representative for all purposes hereof, as the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act and agent for and on behalf of each EquityholderStockholder and each Stockholder’s respective heirs, successors and assigns with full power in connection each such Stockholder’s name and on such Stockholder’s behalf to act according to the terms of this Agreement in the absolute discretion of Stockholders’ Representative, including with and respect to facilitate the consummation delivery of the transactions contemplated herebycash payments to be made to the Stockholders pursuant to this Agreement, which shall include asserting or defending claims for indemnification under Article 7, hiring consultants, making payments to third parties and taking by Stockholders’ Representative all other actions it deems appropriate under the circumstances and any and all actions and the making of any decisions required or permitted to be taken by Stockholders’ Representative or any of the Stockholders under this Agreement, including the exercise of the power and authorityto do any of the following: (ia) authorize the release or delivery to Buyer of all or any portion of the Indemnity Escrow Amount in satisfaction of indemnification claims by Buyer or any other Buyer Indemnitee pursuant to Article 7; (b) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (c) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to Article 7; (d) receive and distribute payments pursuant to the Escrow Agreement; (e) take all actions specified to be taken by Stockholders’ Representative with respect to the determination of the Final Purchase Price pursuant to Section 2.7; (f) to negotiatedeliver and receive notices, execute communications and deliver such waivers, consents and amendments under this Agreement and the consummation Escrow Agreement, including the Closing Exhibit D; (g) to waive any provision of this Agreement or the transactions contemplated hereby Escrow Agreement as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (iih) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action action or investigation suit initiated by Parentany Person against Stockholders’ Representative, the Surviving Corporation Working Xxxxxxx Xxxxxx, the Environmental Remediation Escrow or the Indemnity Escrow; (i) negotiate, enter into settlements and compromises of, resolve and comply with Orders and awards of arbitrators or other third party intermediaries with respect to any other Person, disputes arising under this Agreement or by any Governmental Entity against the Escrow Agreement as Stockholders’ Representative and/or Representative, in its sole discretion, may deem necessary or desirable; (j) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement or the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms Escrow Agreement as the Stockholders’ Representative shall determine to be appropriateRepresentative, and give receiptsin its sole discretion, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable necessary or necessary; (D) settle or compromise any claims asserted under this Agreementdesirable; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (ivk) to make, execute, acknowledge and deliver all such other agreementscontracts, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out or for the accomplishment of the activities described in this Section 2.11 and the transactions contemplated by this Agreement or by the Escrow Agreement; (v) . The powers of attorney granted under this Section 2.11, and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Stockholder, by operation of law, whether by such person’s death, disability, protective supervision or any other event. Without limiting the foregoing, these powers of attorney are to engage outside counselensure the performance of a special obligation and, accountants accordingly, by approval of the Merger, or by executing a Transmittal Letter, each Stockholder, shall, to the fullest extent permitted by Law, be deemed to have waived and other advisors renounced such Stockholders’ right to renounce this power of attorney unilaterally. By approval of the Merger or by executing a Transmittal Letter, each Stockholder, shall, to the fullest extent permitted by Law, be deemed to have waived any and incur such other expenses all defenses that may be available to contest, negate or disaffirm the action of Stockholders’ Representative taken in good faith. Stockholders’ Representative shall have authority and power to act on behalf of the Equityholders in connection Stockholders with any matter respect to the disposition, settlement or other handling of all claims under Article 7 and all rights or obligations arising under this Agreement; and (vi) Article 7, including all rights to collectthe Working Capital Escrow Amount, hold and disburse the Environmental Remediation Escrow Amount and the Expense Holdback Amount in accordance with the terms of this AgreementIndemnity Escrow Amount. The Equityholders may not make Stockholders shall, to the fullest extent permitted by law, be bound by all actions taken and documents executed by Stockholders’ Representative in connection with Article 7, and Buyer shall be entitled to rely on any claim hereunder except through the action or decision of Stockholders’ Representative. In performing the functions specified in this Agreement, Stockholders’ Representative may act upon any instrument or other writing believed by Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not, to the fullest extent permitted by Law, be liable to any Stockholder in connection with the performance by Stockholders’ Representative of its duties in the absence of reckless or intentional misconduct on the part of Stockholders’ Representative as to the interests of the Stockholders. Notwithstanding the power of attorney granted in this Section 2.11, no agreement, instrument, acknowledgement or other act or document shall be ineffective solely by reason of a Stockholder (instead of Stockholders’ Representative) having signed or delivered the same directly.

Stockholders’ Representative. The execution, delivery and performance by the Stockholders' Representative (aon behalf of the Selling Stockholders) Pursuant of the Transaction Documents and the consummation by the Stockholders' Representative (on behalf of the Selling Stockholders) of the Transactions are within the power and authority granted to the Stockholders Approval dated on or about Stockholders' Representative by the date hereof and Selling Stockholders. Each of the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as Transaction Documents to which the Stockholders’ ' Representative is or will be a party has been and will be duly executed and delivered by the Stockholders' Representative on behalf of the Selling Stockholders constitutes the legal, valid and binding obligation of the Stockholders' Representative, for the benefit enforceable against her in accordance with its terms. Each of the Equityholders and Selling Stockholders has appointed the exclusive Stockholders' Representative as his, her or its representative, agent and attorney-in-in fact to act on behalf enter into the Transaction Documents and to perform all of such Selling Stockholder's obligations and to exercise all of such Selling Stockholder's rights thereunder pursuant to a validly executed appointment hereunder, and the Stockholders' Representative has accepted each such appointment. A decision, act, consent or instruction of the Stockholders' Representative relating to the Transaction Documents shall constitute a decision for each Selling Stockholder and shall be final, binding and conclusive upon each Selling Stockholder, and the Parent may conclusively rely upon such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ RepresentativeSelling Stockholder.

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors IIIEach Stockholder hereby appoints Highland Capital Management, L.P. as the Stockholders’ Representativestockholders' representative, for and the benefit of the Equityholders and Stockholders Representative hereby accepts such appointment, as the exclusive agent and attorney-in-fact fact, authorized and empowered to act act, for and on behalf of each Equityholderall of Stockholders, in connection with and this Agreement or the other Transaction Documents, as it relates to facilitate the Stockholders generally, such other matters as are reasonably necessary or appropriate in the Stockholders Representative sole discretion for the consummation of the transactions contemplated herebyAcquisition, which shall include and with respect to any and all issues arising under this Agreement or the power and authorityother Transaction Documents, including: (i) to negotiatecommence, consent to, compromise, settle, administer and resolve any Claim, disputes or compromise on their behalf with Buyer including any claims with respect to indemnification hereunder, (ii) to execute and deliver such waivers, consents and amendments under on behalf of the Stockholders any documents or agreements contemplated by or necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirableother Transaction Documents; (iiiii) to take such further actions such as the Stockholders’ Representative, coordinating and administering post-Closing matters related to enforce and protect the rights and interests obligations of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or Stockholders under or in any manner relating to this Agreement and the transactions provided for hereinAgreement, including post-Closing matters, and to take any and all such further actions which as the Stockholders’ Stockholders Representative believes are deems reasonably necessary or appropriate under this Agreement for in its sole discretion in connection with coordinating and administering such post-Closing matters on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, andStockholders, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Stockholders Representative's sole discretion; (iv) subsequent to makethe date on which any Stockholder actually executes a counterpart signature page to any Transaction Document, executeon behalf of all Stockholders, acknowledge to agree to changes to any one or more of the Transaction Documents which changes do not appear, in the sole discretion of the Stockholders' Representative, to have any material impact on any one or more of the Stockholders, and to execute and deliver all amended and/or restated Transaction Documents reflecting such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters changes on behalf of and other writings, and, in general, to do any as agent and all things attorney-in-fact for each Stockholder; and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants appoint auditors and other advisors and incur such other expenses on behalf manage any of the Equityholders in connection with any matter arising Stockholders' audit rights under this Agreement; . Without limiting the generality of the preceding sentence, each Stockholder acknowledges and agrees that whenever: (A) a consent of Stockholders is required or permitted under this Agreement or the other Transaction Documents, only the consent of Stockholders Representative shall be required to be obtained to make such consent effective as to all Stockholders, (B) a selection, designation or other decision is to be made by the Stockholders pursuant to this Agreement or the other Transaction Documents, the selection, designation or decision of the Stockholders Representative shall be final and binding on all Stockholders and (viC) any document or other item required to collectbe delivered to Stockholders pursuant to this Agreement or the other Transaction Documents, hold and disburse such delivery shall be deemed effective if sent to the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this AgreementStockholders Representative. The Equityholders may not make any claim hereunder except through power of attorney contemplated hereby shall terminate only when the Stockholders’ Representativeduties of the Stockholders Representative have been fully performed or upon resignation or removal as provided below, and shall be deemed coupled with an interest.

Stockholders’ Representative. (aWithout limiting the generality of Section 5(a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicablethis Agreement, the Equityholders have constitutedStockholder hereby absolutely, appointed unconditionally and empowered effective from irrevocably, covenants and after the date of such consent, Parthenon Investors III, L.P. as agrees that the Stockholders’ RepresentativeRepresentative is irrevocably appointed to act as the representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholderfor the Stockholder in its capacity as an Equityholder for all purposes under the Merger Agreement, the Escrow Agreement and the Payments Administration Agreement, and any agreement or instrument entered into or delivered in connection with and the Mergers (including with respect to facilitate all post-Closing matters requiring any action or decision by the consummation Stockholder). Without limiting the generality of the transactions contemplated herebyforegoing, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement shall be the exclusive representative, agent and attorney-in-fact for and on behalf of the Equityholders includingStockholder, consenting with full power and authority to exercise any other rights to: (i) execute and deliver all documents necessary or desirable to carry out the intent of the Merger Agreement, compromising or settling the Escrow Agreement and any other Additional Agreements, (ii) serve as the named party with respect to any such claimsclaims on behalf of the Stockholder under the Merger Agreement, conducting negotiations with Parent(iii) give and receive on behalf of the Stockholder any and all notices and documents from or to the Stockholder thereunder or under the Merger Agreement and any Additional Agreement, (iv) grant any consent, approval or waiver on behalf of the Surviving Corporation Stockholder under the Merger Agreement and their respective Representatives regarding such claimsany Additional Agreement, and, (v) pay amounts therefrom in connection therewithwith the Merger Agreement and enforcement of rights thereunder, to and (Avi) assert make all other elections or decisions contemplated by the Merger Agreement and any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, Additional Agreement on behalf of the Surviving Corporation or any other Person, or by any Governmental Entity against Stockholder. The Stockholder does hereby give and grant unto the Stockholders’ Representative and/or the power and authority to do and perform each such act and thing whatsoever that the Stockholder may or is required to do pursuant to the Merger Agreement and all Additional Agreements, and to amend, modify or supplement any of the Equityholdersforegoing in the Stockholder’s name, place and receive process on behalf stead, as if the Stockholder had personally done such act. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative Stockholder shall not have any obligation to take any terminate such actions, appointment or the authority and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right agency of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim power-of-attorney granted hereunder except through the Stockholders’ Representativeis coupled with an interest and is irrevocable.

Stockholders’ Representative. (a) Pursuant Each Stockholder who votes for or consents to the Stockholders Approval dated on or about the date hereof adoption of this Agreement (each, an “Approving Stockholder“) and the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation approval of the transactions contemplated hereby, which including the Merger, shall include irrevocably appoint Xxxxx XxXxxxx (and, if Xx. XxXxxxx is unable or unwilling for any reason to continue, Xxxxxx Xxxxxxxxx) as the Stockholders’ Representative on his or her behalf, with the same effect as if each of such Approving Stockholder had individually appointed such Stockholders’ Representative, with full power and authority: (i) authority to negotiateact in the name of and for and on behalf of each Approving Stockholder with respect to all matters arising in connection with, execute and deliver such waiversor related to, consents and amendments under this Agreement and the consummation Escrow Agreement and the transactions contemplated hereby and thereby. Each of the matters referred to in this Section 10.17 shall be deemed to have been accepted, agreed upon, acknowledged or consented to, as applicable, by each Approving Stockholder upon the vote or consent by such Approving Stockholder for the adoption of this Agreement and the approval of the transactions contemplated hereby as hereby, including the Merger. The Stockholders’ RepresentativeRepresentative has been appointed (i) the agent and true and lawful attorney-in-fact of each Approving Stockholder, with full power of substitution, and with full capacity and authority in its sole discretion, may deem necessary or desirable; (ii) as to act in the Stockholders’ Representative, to enforce name of and protect the rights for and interests on behalf of the Equityholders and to enforce and protect the rights and interests of such Persons each Approving Stockholder in connection with all matters arising out of of, resulting from, contemplated by or under related or in any manner relating incident to this Agreement and the transactions provided for hereinEscrow Agreement, and (ii) the agent for service of process for each Approving Stockholder, and the Approving Stockholders have irrevocably consented to take the service of any and all actions which process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Stockholders’ Representative. Without limiting the generality of the foregoing, the power of the Stockholders’ Representative believes are necessary or appropriate under shall include the power to represent each Approving Stockholder with respect to all aspects of this Agreement for and on behalf of the Equityholders includingEscrow Agreement, consenting towhich power shall include, compromising or settling any such claims, conducting negotiations with Parentwithout limitation, the Surviving Corporation power to (i) receive any payment or transfer to be made pursuant to this Agreement or the Escrow Agreement, (ii) waive any and their respective Representatives regarding such claimsall conditions of this Agreement or the Escrow Agreement, and, (iii) amend this Agreement or the Escrow Agreement and any agreement executed in connection therewithherewith or therewith in any respect, to (Aiv) assert any claim or institute any Action or investigation; (B) investigatebring, assert, defend, contest negotiate or litigate settle any Action claims or investigation initiated actions for indemnity pursuant to ARTICLE IX hereof, (v) retain legal counsel and be reimbursed by Parentthe Approving Stockholders for all fees, the Surviving Corporation expenses and other charges of such legal counsel, (vi) receive notices or other communications, (vii) deliver any notices, certificates or other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholdersdocuments required, and receive process on behalf of any or (viii) take all Equityholders in any such Action or investigation other action and compromise or settle on to do all such terms other things as the Stockholders’ Representative deems necessary or advisable with respect to this Agreement and the Escrow Agreement. The Parent and Merger Sub shall determine have the absolute right and authority to rely upon the acts taken or omitted to be appropriatetaken by the Stockholders’ Representative on behalf of the Approving Stockholders, and give receiptsthe Parent shall have no duty to inquire as to the acts and omissions of the Stockholders’ Representative. Each Approving Stockholder has acknowledged and agreed that (i) all deliveries by the Parent, releases and discharges including, without limitation, any payment, to the Stockholders’ Representative shall be deemed deliveries to the Stockholders, (ii) the Parent shall not have any liability with respect to any aspect of the distribution or communication of such deliveries between the Stockholders’ Representative and any Stockholder and (iii) any disclosure made to the Stockholders’ Representative by or on behalf of the Parent shall be deemed to be a disclosure made to each Stockholder. Each Approving Stockholder has agreed that any payment made by or on behalf of the Parent to the Stockholders’ Representative on any Stockholder’s behalf (including, without limitation, payments under this Agreement or the Escrow Agreement) shall be deemed a direct payment to such Stockholder, and such Stockholder shall have no recourse to the Parent in the event that such payment is not delivered to such Stockholder by the Stockholders’ Representative for any reason. In the event each of Xx. XxXxxxx and Xx. Xxxxxxxxx refuses to, any such Action or investigation; (C) file any proofs of debtis no longer capable of, claims and petitions serving as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; hereunder, the Approving Stockholders shall promptly appoint a successor Stockholders’ Representative who shall be reasonably acceptable to the Parent and (E) file shall thereafter be a successor Stockholders’ Representative hereunder, and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation serve until such successor is duly appointed and qualified to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativeact hereunder.

Stockholders’ Representative. The Sellers (aby virtue of their execution of this Agreement) Pursuant to the Stockholders Approval dated on or about the date hereof hereby irrevocably constitute and the Letters of Transmittal appoint Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxxx, and Option Cancelation Acknowledgement Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. Xxxxx Xxxxxxxxx as the agent and true and lawful attorney in fact of the Sellers (the “Stockholders’ Representative”), for to act in the benefit name, place and stead of the Equityholders Sellers for purposes of executing any documents and the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in taking any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which that the Stockholders’ Representative believes are necessary may, in his their discretion, determine to be necessary, desirable or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewithwith all matters relating to the Second Payment, to (A) assert Third Payment, and Final Payment and the Closings under Article 1 and Article 5 and any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated for indemnification under Section 7. The Stockholders’ Representative shall act by Parent, the Surviving Corporation or any other Person, or majority vote on all matters. All expenses incurred by any Governmental Entity against the Stockholders’ Representative and/or any in connection with the performance of his duties as Stockholders’ Representative shall paid exclusively from the EquityholdersSecond Payment, Third Payment, and receive process on behalf of any or all Equityholders in any such Action or investigation Final Payment, and compromise or settle on such terms as the Stockholders’ Representative shall determine be entitled to be appropriate, recover any out-of-pocket costs and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as expenses reasonably incurred by the Stockholders’ Representative may deem advisable or necessary; in connection with actions taken by the Stockholders’ Representative pursuant to this Agreement (Dincluding the hiring of legal counsel and the incurring of legal fees and costs) settle or compromise any claims asserted under from the Second Payment, Third Payment, and Final Payment (and the Stockholders’ Representative is authorized to direct Purchaser to make such payments from the Second Payment, Third Payment, and Final Payment). All parties to this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood Agreement acknowledge that the Stockholders’ Representative shall not have any obligation is permitted to take any such actions, and shall not have any liability for any failure engage Xxxxx & Xxxxxxx LLP as counsel to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge Representative and deliver all waives any conflict of interest that may arise as a result of such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ Representativeengagement.

Stockholders’ Representative. (a) Pursuant Communications hereby designates Stockholders’ Representative to the Stockholders Approval dated on execute any and all instruments or about the date hereof other documents, and the Letters of Transmittal to do any and Option Cancelation Acknowledgement Agreementsall other acts or things, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act Merger on behalf of each Equityholderor affecting the Participating Stockholders, which Stockholders’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as and the performance of all obligations hereunder before, at or following the Closing. Without limiting the generality of the foregoing, Stockholders’ Representative shall have the full and exclusive authority to (a) agree with Surviving Corporation with respect to any matter or thing required or deemed necessary by Stockholders’ Representative in connection with the provisions of this Agreement calling for the agreement of Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce give and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and receive notices on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the all Participating Stockholders’ Representative and/or any of the Equityholders, and receive process act on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders Participating Stockholders in connection with any matter arising as to which Participating Stockholders are or may be obligated or benefited under this Agreement or the Escrow Agreement, all in the absolute discretion of Stockholders’ Representative, (b) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Stockholders’ Representative to be necessary or advisable in connection with, this Agreement, and (c) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Article 8 and performance of obligations under Article 2, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification claims made hereunder. All decisions by Stockholders’ Representative shall be binding upon all Participating Stockholders, and no Participating Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Stockholders’ Representative may communicate with any Participating Stockholder or any other Person concerning its responsibilities hereunder, but it is not required to do so. Stockholders’ Representative has a duty to serve in good faith the interests of the Participating Stockholders and to perform its designated role under this Agreement; , but Stockholders’ Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. Participating Stockholders shall indemnify and hold harmless Stockholders’ Representative against any loss, expense (viincluding reasonable attorney’s fees) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms or other liability arising out of its service as Stockholders’ Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. The Equityholders may not make any claim hereunder except through the Stockholders’ RepresentativeRepresentative may resign at any time by notifying Acquisition and Participating Stockholders in writing.

Stockholders’ Representative. (a) Pursuant to the Stockholders Approval dated on or about the date hereof and the Letters of Transmittal and Option Cancelation Acknowledgement AgreementsXxxxxxx X. Xxxx, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. Xx. shall act as the Stockholders’ Stockholder’s representative (the “Stockholder’s Representative, for the benefit of the Equityholders ”) and the as exclusive agent and attorney-in-fact to act on behalf of each Equityholderany Stockholder with respect to any and all matters, in connection with and to facilitate the consummation of the transactions contemplated herebyclaims, which shall include the power and authority: (i) to negotiatecontroversies, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons disputes arising out of or under or in any manner relating to the terms of this Agreement and Agreement. The Stockholder’s Representative shall have the transactions provided for herein, and power to take any and all actions which the Stockholders’ Stockholder’s Representative believes are necessary or appropriate under this Agreement 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 Stockholders or any of them following the Closing Date, including for and the purpose of administering the Escrow Agreement, settling on behalf of the Equityholders including, consenting to, compromising or settling Stockholders any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or indemnification claims made by any Governmental Entity against Indemnified Buyer Party under Section 10, representing the Stockholders’ Representative and/or any of the Equityholders, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient 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 Stockholder’s Representative, and only the Stockholder’s Representative shall be empowered, following such notice, to respond to or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and take any other advisors and incur such other expenses action on behalf of the Equityholders in connection Stockholders with respect to the claim. The Stockholders shall be bound by any matter arising under this Agreement; and (vi) to collect, hold and disburse all actions taken on their behalf by the Escrow Amount and the Expense Holdback Amount Stockholder’s Representative in accordance with the terms of this Agreement, and in particular, the Stockholders shall be bound by the Escrow Agreement being executed by the Stockholder’s Representative to the same extent as if they were signatories thereto. The Equityholders may not make any claim hereunder except through Stockholder’s Representative is expressly authorized to execute, deliver and perform the Stockholders’ RepresentativeEscrow Agreement.

Stockholders’ Representative. (a) Pursuant to The stockholders of the Stockholders Approval dated on or about the date hereof Company, by adopting this Agreement and the Letters of Transmittal Escrow Agreement and Option Cancelation Acknowledgement Agreementsthe transactions contemplated hereby and thereby, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Parthenon Investors III, L.P. as hereby irrevocably appoint the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive Representative as their agent and attorney-in-fact to act on behalf for purposes of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation 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 this Agreement or the Escrow Agreement (including, without limitation, the exercise of the transactions contemplated power to authorize delivery to Parent of the Escrow Shares in satisfaction of claims by Parent, 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, resolve any claim made pursuant to Section 6, agree to, negotiate and enter into settlements and compromises with respect to the Contingent Payments (including, without limitation, pursuant to Section 1.12(h) of this Agreement), and take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing). Xxxxxx X. Xxxxx hereby accepts his appointment as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as Representative for purposes of this Agreement and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner Representative on all matters relating to this Agreement and the transactions provided for hereinEscrow Agreement, and shall be entitled to take rely conclusively (without further evidence of any and all actions which the Stockholders’ Representative believes are necessary kind whatsoever) on any document executed or appropriate under this Agreement for and on behalf of the Equityholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, purported to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the Equityholders, and receive process be executed on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed Company Stockholder by the Stockholders’ Representative; (iv) , and on any other action taken or purported to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do be taken on behalf of any and all things and to take any and all action that Company Stockholder by the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur as fully binding upon such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Escrow Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. The Equityholders may not make any claim hereunder except through the Stockholders’ RepresentativeCompany Stockholder.

Stockholders’ Representative. (a) Pursuant to In the event the Stockholders Approval dated on or about approve the date hereof Merger, effective upon such vote and without any further action by the Letters of Transmittal and Option Cancelation Acknowledgement Agreements, as applicableStockholders, the Equityholders have constitutedCompany and, appointed by their approval and empowered effective from and after adoption of this Agreement, the date of such consent, Parthenon Investors III, L.P. Stockholders hereby appoint the Principal Officer as the Stockholders’ Representative, for the benefit of the Equityholders and the exclusive agent and attorney-in-fact to act (as such, the “Stockholders’ Representative”) for each Stockholder receiving Bionik Common Stock in the Merger, for and on behalf of each Equityholder, in connection with the Stockholders. The Stockholders’ Representative shall have full power and authority to facilitate the consummation represent all of the transactions contemplated hereby, which shall include the power Stockholders and authority: (i) their successors with respect to negotiate, execute and deliver such waivers, consents and amendments all matters arising under this Agreement and the consummation of the transactions contemplated hereby as Escrow Agreement and all actions taken by the Stockholders’ RepresentativeRepresentative hereunder and thereunder shall be binding upon all such Stockholders and their successors as if expressly confirmed and ratified in writing by each of them and no Stockholder shall have the right to object, in its sole discretiondissent, may deem necessary protest or desirable; (ii) as otherwise contest the same. The Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to Representative shall take any and all actions which the Stockholders’ Representative he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Equityholders Stockholders, as fully as if the 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 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 any such claimsall Indemnity Claims, conducting negotiations with Parent, the Surviving Corporation Bionik and their respective Representatives its agents regarding such claims, anddealing with Bionik and the Escrow Agent under this Agreement and the Escrow Agreement and Bionik under the Registration Rights Agreement with respect to all matters arising under this Agreement, the Escrow Agreement and the Registration Rights Agreement, taking any and all other 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 therewith, to (A) assert any claim or institute any Action or investigation; (B) investigate, defend, contest or litigate any Action or investigation initiated by Parent, with the Surviving Corporation or any other Person, or by any Governmental Entity against foregoing matters. Without limiting the Stockholders’ Representative and/or any generality of the Equityholdersforegoing, and receive process on behalf of any or all Equityholders in any such Action or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine have full power and authority to be appropriate, interpret all the terms and give receipts, releases and discharges with respect to, any such Action or investigation; (C) file any proofs provisions of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; , the Escrow Agreement and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to waive or refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things Registration Rights Agreement and to take consent to any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary amendment hereof or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses thereof on behalf of all such Stockholders and such successors. Notwithstanding the Equityholders in connection with foregoing, each Stockholder shall have the right to exercise any matter arising under this Agreement; and (vi) voting rights appertaining to collect, hold and disburse the Indemnity Escrow Amount and the Expense Holdback Amount in accordance with the terms of this AgreementShares. The Equityholders may not make any claim hereunder except through the Stockholders’ Representative.38