Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal (a) Upon approval of the Merger and this Agreement by the Stockholders, each Stockholder hereby will be deemed to have irrevocably constitutes appointed the Stockholders’ Representative, as his true and appoints Xxxxxxxxxxx Xxxxxxx lawful attorney-in-fact and agent (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power of substitution or resubstitution, to act solely and authority to act, including full power exclusively on behalf of substitution, in his, her or its name and on his, her or its behalf such Stockholder with respect to all matters arising from or the transactions contemplated by this Agreement, including the Merger, and to act on behalf of such Stockholder in any way relating to litigation or arbitration involving this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the TransactionAgreement, including to do or refrain from doing all things such further acts and things, and to perform execute all acts required such documents as the Stockholders’ Representative shall deem necessary or deemed advisable, in its sole discretion, appropriate in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitationtransactions contemplated hereby, including the power: (i) to act for such Stockholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any communication indemnity claim on behalf of such Stockholder; (ii) to act for such Stockholder with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the transactions contemplated hereby or other delivery validly delivered amendments thereto that the Stockholders’ Representative deems necessary or appropriate; (iv) to receive funds, make payments of funds, and give receipts for funds; (v) to receive funds for the payment of expenses of such Stockholder and apply such funds in payment for such expenses; (vi) to do or refrain from doing any further act or deed on behalf of such Stockholder that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder could do if personally present; and (vii) to receive service of process in connection with any claims under this Agreement. (b) The appointment of the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by Buyer, Merger Subsidiary and Surviving Corporation and any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor other person may conclusively and absolutely rely, without inquiry, upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ Representative for any reason in all matters referred to consummate the Transaction herein. Any notices required to be made or relating delivered to the performance of its other duties hereunder Company or any of its omissions or actions the Stockholders shall be made to the Stockholders’ Representative and shall discharge in full all notice requirements, as applicable, to such Stockholder and/or the Company with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify By their appointment of the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Stockholders thereby confirm all that the Stockholders’ Representative Parties harmless against shall do or cause to be done by virtue of his appointment as the representatives of the Stockholders hereunder. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with the obligations of the Stockholders under this Agreement, but the Stockholders’ Representative shall not be responsible to any and all losses, Liabilities or expenses incurred without bad faith on Stockholder for any damages which the part Stockholders may suffer by the performance of the Stockholders’ Representative’s duties under this Agreement, other than damages arising from willful violation of applicable law or gross negligence in the performance of such duties under this Agreement. The Stockholders’ Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and arising out of no implied covenants, functions, responsibilities, duties or in connection with his duties as liabilities shall be read into this Agreement or shall otherwise exist against the Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder 6.01 The Stockholders, and each of them, hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoint Xxxx Xxxxx (the “"Stockholders’ ' Representative”)") as their agent to (i) execute and deliver this Escrow Agreement on behalf of the Stockholders and to represent, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name act for and on hisbehalf of, her or its behalf with respect to and bind each of the Stockholders in the performance of all matters of their obligations arising from or in any way relating to this Escrow Agreement, including, without limitation (a) the execution and delivery of any document, certificate or agreement required under this Escrow Agreement to be delivered by the Stockholders; (b) the negotiation and settlement of claims of Allegro in respect of the Escrowed Property and for indemnification pursuant to Section 11 of the Reorganization Agreement and the making of any other agreement entered into objection to such claims; and (c) the representation of the Stockholders at any arbitration or litigation in connection with this Agreement (including respect of the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, foregoing; (ii) any consent given give and receive notices and receive service of process under or waiver of any provision of pursuant to this Agreement or any other agreement entered into in connection with this Escrow Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, ; and (iii) except as otherwise provided to represent, act for, and bind each of the Stockholders in the performance of all of their obligations arising from or related to this Escrow Agreement and the indemnification provisions of Section 11.1, 11 of the Reorganization Agreement. The Stockholders' Representative hereby accepts such appointment. 6.02 In the event that the Stockholders’ ' Representative is hereby authorized shall die, become incapacitated, resign or otherwise by unable to execute fulfill his duties hereunder, a successor Stockholders' Representative shall be selected by the Stockholders receiving a majority of the Escrowed Property as soon as reasonably practicable thereafter. If the Stockholders desire to remove or replace the Stockholders' Representative for and on behalf any reason, any such Stockholders' Representative may be so removed or replaced by the Stockholders entitled to receive a majority of each Principal Stockholder any amendment to this Agreement the Escrowed Property. Any decision, act, consent or any other agreement entered into in connection with this Agreement. This appointment instruction of agency and this power the Stockholders' Representative shall constitute a decision of attorney is coupled with an interest the Stockholders and shall be irrevocable conclusive and shall not be terminated by any Principal Stockholder or by operation of law. Neither binding upon the Stockholders’ Representative nor , and Allegro and the Escrow Agent may rely upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure such decision, act, consent or refusal instruction of the Stockholders’ ' Representative for any reason to consummate as being the Transaction decision, act, consent or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part instruction of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder The Stockholders hereby irrevocably constitutes appoint Xxxxxxx as the true and appoints Xxxxxxxxxxx Xxxxxxx lawful agent and attorney-in-fact (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, ) of the Stockholders with full power of substitution to act in the name, place and authority to act, including full power stead of substitution, in his, her or its name and on his, her or its behalf the Stockholders with respect to all matters arising from or the surrender of the stock certificates owned by the Stockholders to Federal in accordance with the terms and provisions of this Agreement, and to act on behalf of the Stockholders in any way relating to litigation or arbitration involving this Agreement Agreement, act as the paying agent on behalf of the Stockholders, do or refrain from doing all such further acts and any other agreement entered into in connection with this Agreement (including things, and execute all such documents as the Ancillary Agreements) Stockholders’ Representative shall deem necessary or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, appropriate in connection with the Transaction transactions contemplated by this Agreement, including, without limitation, the power: 2.4.1 to act for the Stockholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of the Stockholders and to transact matters of litigation; 2.4.2 to execute and deliver all ancillary agreements, certificates and documents that the Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; 2.4.3 to act as the paying agent and to receive funds and give receipts for funds, including in respect of any adjustments to the Purchase Price, and to do or refrain from doing the actions further described in the Paying Agent Agreement; 2.4.4 to do or refrain from doing any further act or deed on behalf of the Stockholders that the Stockholders’ Representative deems necessary or appropriate in her sole discretion relating to the subject matter of this Agreement and the Paying Agent Agreement as fully and completely as such Principal Stockholder the Stockholders could do if then personally present and acting alonepresent; and 2.4.5 to receive service of process in connection with any claims under this Agreement. Without limitation, (i) any communication or other delivery validly delivered to The appointment of the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by Parent, Federal and ATS may conclusively and absolutely rely, without inquiry, upon any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ Representative for any reason in all matters referred to consummate herein. If Xxxxxxx resigns, dies or is otherwise unable to serve as the Transaction or relating Stockholders’ Representative, the successor Stockholders’ Representative shall be designated in writing by the Stockholders who held a majority of the ATS Common Stock immediately prior to the performance Closing. If any individual Stockholders should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Stockholders’ Representative pursuant to this Section 2.4 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of its whether or not the Stockholders’ Representative or the Surviving Corporation shall have received notice of such death, incapacity, termination or other duties hereunder event. All notices required to be made or any delivered by Parent, Federal or ATS to the Stockholders shall be made to the Stockholders’ Representative for the benefit of its omissions the Stockholders and shall discharge in full all notice requirements of Parent, Federal or actions the Surviving Corporation to the Stockholders with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Stockholders hereby confirm all that the Stockholders’ Representative Parties harmless against any and all losses, Liabilities shall do or expenses incurred without bad faith on the part cause to be done by virtue of her appointment as the Stockholders’ Representative of the Stockholders. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with the obligations under this Agreement, but the Stockholders’ Representative shall not be responsible to the Stockholders for any loss or damages the Stockholders may suffer by the performance by the Stockholders’ Representative of her duties under this Agreement, other than loss or damage arising from willful violation of the law by the Stockholders’ Representative of her duties under this Agreement. The Stockholders’ Representative and her heirs and personal or legal representatives shall be held harmless by the Stockholders from, and indemnified against any loss or damages arising out of or in connection with his duties as Stockholders’ Representativethe performance of her obligations in accordance with the provisions of this Agreement, including except for any of the reasonable costs and expenses incurred foregoing arising out of the willful violation of the law by the Stockholders’ Representative of her duties hereunder. The foregoing indemnity shall survive the resignation or substitution of the Stockholders’ Representative. Notwithstanding anything to the contrary herein, the Stockholders’ Representative shall have no liability or obligation to any Parent Indemnified Party otherwise than, and only to the extent of, her individual liability as a Stockholder as set forth in defending against any claim or Liability in connection herewithSection 6.3.

Stockholders’ Representative. (a) Each Principal Stockholder holder of Company Common Stock, by signing this Agreement, designates Rice or, in the event that Rice is unable or unwilling to serve, now or in the future, Xxxxxx, to be the Stockholders' Representative for purposes of this Agreement. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) Clarant and Newco shall be entitled to rely upon any communication or writings given or executed by the Stockholders' Representative. All notices to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby irrevocably constitutes consent and appoints Xxxxxxxxxxx Xxxxxxx agree that the Stockholders' Representative is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the “Stockholders’ Representative”), as such Principal Stockholder’s agent true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative; and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into advisable in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is coupled with an granted subject to the interest of the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal Stockholder or act of either Stockholder, by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred whether by the Stockholders’ Representative in defending against any claim death or Liability in connection herewithother event.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) By virtue of the approval of the Merger and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including by the Ancillary Agreements) or requisite vote of the TransactionCompany Stockholders, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with each of the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative Company Stockholders shall be deemed to have been validly delivered agreed to each Principal Stockholderappoint JMI Equity Fund, L.P. as agent (iithe "Stockholders' Representative") any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment the Company Stockholders, their respective Affiliates and their respective representatives to this Agreement give and receive notices and communications, to organize or any other agreement entered assume the defense of third-party claims, to assign claims to individual Company Stockholders, to agree to, negotiate or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to third-party claims, and to take all actions necessary or appropriate in connection with this Agreementthe judgment of the Stockholders' Representative for the accomplishment of the foregoing. This appointment Such agency may be changed by the holders of agency and this power rights to receive at least sixty percent (60%) of attorney is coupled with an interest and the Merger Consideration upon not less than ten (10) days' prior written notice to Itron. No bond shall be irrevocable required of the Stockholders' Representative, and the Stockholders' Representative shall receive no compensation for services rendered; provided, however, that they shall be entitled to reimbursement of their expenses in serving as Stockholders' Representative, which amounts shall be deducted from the Escrow. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from the Company Stockholders. (b) The Stockholders' Representative shall not be terminated by liable to any Principal Stockholder of the Company Stockholders for any act done or by operation omitted hereunder as Stockholders' Representative except to the extent they individually or collectively acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of law. Neither counsel shall be conclusive evidence that the Stockholders’ ' Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure did not act with gross negligence or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect theretowillful misconduct. The Principal Stockholders, jointly Company Stockholders shall severally and severally, agree to proportionately indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys ' Representative and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties them harmless against any and all lossesloss, Liabilities liability or expenses expense incurred without bad faith gross negligence or willful misconduct on the part of the Stockholders’ ' Representative and arising out of or in connection with his the acceptance or administration of the duties as hereunder. (c) The Stockholders’ Representative, including ' Representative shall have reasonable access to information about the former Company Business and operations and the reasonable costs assistance of Itron's officers and expenses incurred by employees for purposes of performing the duties and exercising the rights hereunder; provided, that the Stockholders’ ' Representative in defending against shall treat confidentially and not disclose any claim nonpublic information from or Liability in connection herewithabout Itron to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). The Stockholders' Representative shall be a third party beneficiary of the terms of this Section 10.7(c).

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating a) The parties to this Agreement shall cooperate with the Stockholders Representative and any accountants, attorneys or other agreement entered into agents whom it may retain to assist in connection carrying out its duties hereunder. The Stockholders Representative may communicate with this Agreement (including the Ancillary Agreements) any Stockholder or the Transactionany other Person concerning his responsibilities hereunder, including but it is not required to do all things so. The Stockholders Representative has a duty to serve in good faith the interests of the Stockholders and other stockholders of the Company who designate the Stockholders Representative to act as such, and to perform all acts required its designated role under this Agreement and the Escrow Agreement, but the Stockholders Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or deemed advisableomitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. The Stockholders Representative may resign at any time by notifying in its sole discretionwriting Parent, in connection with the Transaction as fully as such Principal Stockholder could if then personally present Company and acting alone. Without limitationthe Stockholders. (a) The Stockholders Representative represents and warrants to the Company, Parent and Merger Sub: (i) any communication or other delivery validly delivered that it has all necessary power, authority and capacity to the Stockholders’ Representative shall be deemed execute and deliver this Agreement and to have been validly delivered to each Principal Stockholderperform its obligations under Sections 3.02, 3.03, 3.04, 9.04, 9.08 and 9.09; (ii) any consent given or waiver of any provision the execution, delivery and performance of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Stockholders Representative shall be binding upon each has been duly and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby validly authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith necessary action on the part of the Stockholders’ Stockholders Representative and arising out (iii) this Agreement has been duly and validly executed and delivered by the Stockholders Representative and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Stockholders Representative, enforceable against it in accordance with its terms, except that such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors' rights generally, (y) general principles of equity (whether applied in a proceeding at law or in connection with his duties as Stockholders’ Representative, including the reasonable costs equity) and expenses incurred by the Stockholders’ Representative in defending against (z) any claim or Liability in connection herewithimplied covenant of good faith and fair dealing.

Stockholders’ Representative. Each Principal (a) By executing and delivering this Agreement, each Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), Xxxxxx X. Xxxxxx as such Principal Stockholder’s his true and lawful agent and attorney-in-fact, fact (the "Stockholders' Representative") with full power of substitution to act in his name, place and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf xxxxx with respect to all matters arising from or transactions contemplated by, and all terms and provisions of, this Agreement, and to act on his behalf in any way relating to dispute or arbitration involving this Agreement Agreement, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do or refrain from doing all things such further acts and to perform things, and execute all acts required such documents as the Stockholders' Representative shall deem necessary or deemed advisable, in its sole discretion, appropriate in connection with the Transaction as fully as such Principal Stockholder could if then personally present transactions contemplated by this Agreement, in all events in the Stockholders' Representative's sole and acting alone. Without absolute discretion, including, without limitation, the power: (i) to waive any communication or other delivery validly delivered condition to the Stockholders’ Representative shall be deemed obligations of the Company and the Stockholders to have been validly delivered to each Principal Stockholder, consummate the transactions contemplated by this Agreement; (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into to act for each Stockholder with regard to matters pertaining to indemnification referred to in connection with this Agreement, by including the Stockholders’ Representative shall be binding upon each power to compromise any claim on behalf of any Stockholder and every Principal Stockholder, and to transact matters of litigation; (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with the consummation of the transactions contemplated by this Agreement. This ; (iv) to do or refrain from doing any further act or deed on behalf of each Stockholder relating to the subject matter of this Agreement, as fully and completely as each such Stockholder could do if personally present; and (v) to receive all notices on behalf of each Stockholder in connection with any claims or matters under this Agreement. (b) The appointment of agency and the Stockholders' Representative in this power of attorney is Section 1.04 shall be deemed coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by Buyer and any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor other person may conclusively and absolutely rely, without inquiry, upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ ' Representative for any reason on behalf of the Stockholders in all matters referred to consummate the Transaction or relating herein. All notices delivered by Buyer to the performance Stockholders' Representative (whether pursuant hereto or otherwise) for the benefit of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree the Stockholders shall constitute notice to indemnify the Stockholders’ Representative. (c) All actions, his successors, assigns, agents, attorneys decisions and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part instructions of the Stockholders’ ' Representative taken, made or given pursuant to the authority granted to the Stockholders' Representative pursuant to paragraph (a) above shall be conclusive and binding upon the Stockholders, and the Stockholders shall not have the right to object, dissent, protest or otherwise contest the same. (d) The provisions of this Section 1.12 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest surviving death or disability of any Stockholder, granted by each of the Stockholders to the Stockholders' Representative and arising out shall be binding upon the executors, heirs, legal representatives, successors and assigns of each of the Stockholders. (a) Buyer shall be entitled to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any actions required or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred permitted to be taken by the Stockholders or the Stockholders’ ' Representative hereunder, and no party hereunder shall have any cause of action against Buyer for any action taken in defending against any claim good faith by Buyer in reliance upon the instructions or Liability in connection herewithdecisions of the Stockholders' Representative.

Stockholders’ Representative. Each Principal Stockholder (a) The Key Stockholders (by virtue of their execution of this Agreement) and the other Non-Dissenting Stockholders (by virtue of the approval of the Merger and the adoption of this Agreement) hereby irrevocably constitutes nominate, constitute and appoints Xxxxxxxxxxx Xxxxxxx appoint Insight as the agent and true and lawful attorney-in-fact of the Non-Dissenting Stockholders (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, to act in histhe name, her or its name place and on his, her or its behalf with respect to all matters arising from or in stead of the Non-Dissenting Stockholders for purposes of executing any way relating to this Agreement documents and taking any other agreement entered into in connection with this Agreement (including actions that the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisableStockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in all matters relating to or arising out of this Agreement, including in connection with any claim for indemnification, compensation or reimbursement under Section 10 or under the Escrow Agreement. Insight hereby accepts its appointment as the Stockholders’ Representative. (b) The Key Stockholders (by virtue of their execution of this Agreement) and the other Non-Dissenting Stockholders (by virtue of the approval of the Merger and the adoption of this Agreement) grant to the Stockholders’ Representative full authority to execute, deliver, acknowledge, certify and file on behalf of the Non-Dissenting Stockholders (in the name of any or all of the Non-Dissenting Stockholders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Stockholders’ Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 11.1(a). Notwithstanding anything to the contrary contained in this Agreement or in any other Contract executed in connection with the Transaction Contemplated Transactions, each Indemnitee shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 10 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Non-Dissenting Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Non-Dissenting Stockholder by the Stockholders’ Representative, as fully as binding upon such Principal Stockholder could if then personally present Non-Dissenting Stockholder. (c) The power of attorney granted in Section 11.1(a): (i) is coupled with an interest and acting alone. Without limitationis irrevocable; (ii) may be delegated by the Stockholders’ Representative; and (iii) shall survive the dissolution, death or incapacity of each of the Non-Dissenting Stockholders. (d) In dealing with this Agreement and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative under this Agreement, (i) the Stockholders’ Representative shall not assume any, and shall incur no, responsibility to any communication Key Stockholder or other delivery validly delivered Non-Dissenting Stockholder by reason of any error in judgment or other act or failure to act in connection with this Agreement, except for any act or failure to act which represents gross negligence or willful misconduct, and (ii) the Stockholders’ Representative shall be deemed entitled to have been validly delivered to each Principal Stockholderrely on the advice of counsel, (ii) any consent given public accountants or waiver of any provision of this Agreement or any other agreement entered into independent experts experienced in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholdermatter at issue, and (iii) except as otherwise provided any error in Section 11.1, the Stockholders’ Representative is hereby authorized judgment or other act or failure to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith act on the part of the Stockholders’ Representative pursuant to such advice shall not subject the Stockholders’ Representative to liability to any Non-Dissenting Stockholder. The Key Stockholders and the Non-Dissenting Stockholders shall jointly and severally indemnify the Stockholders’ Representative and hold it harmless against and from any loss, liability or expense (including attorneys’ fees reasonably incurred as a result of the performance of its duties under this Agreement) incurred without gross negligence, willful misconduct or bad faith on its part and arising out of or in connection with his the acceptance or administration of its duties as Stockholdershereunder. (e) Upon 30 days’ Representativeprior written notice to Parent, including the reasonable costs and expenses incurred by the Stockholders’ Representative shall have the right to resign in defending against its sole discretion for any claim reason. If the Stockholders’ Representative shall resign or Liability otherwise become unable to fulfill its responsibilities under this Section 11.1 or cease to function in connection herewith.its capacity as Stockholders’ Representative for any reason whatsoever, then the Key Stockholders shall, within 30 days thereof, appoint a successor and, promptly thereafter, shall notify Parent and the Escrow Agent

Stockholders’ Representative. Each Principal Stockholder (a) The holders of Company Securities, by approving this Agreement and the transactions contemplated hereby, including the Merger, and the Management Contributors, hereby irrevocably constitutes (i) appoint Shareholder Representative Services LLC as the Stockholders’ Representative and appoints Xxxxxxxxxxx Xxxxxxx the agent and true and lawful attorney-in-fact of the holders of Company Securities and the Management Contributors and (ii) authorize the Stockholders’ Representative to take, and consent to the Stockholders’ Representative taking, the following actions for and on behalf of holders of Company Securities and the Management Contributors following the (1) to give and receive notices and communications; (2) to take any and all actions relating to claims to hold harmless, indemnify, compensate, reimburse or pay any Indemnitee hereunder; (3) to authorize delivery to Parent of a portion of the Escrow Fund in satisfaction of claims by the Indemnitees; (4) to object to such deliveries; (5) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (6) to take all other actions contemplated for the Stockholders’ Representative in this Agreement and in the Escrow Agreement; (7) to execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement (including the Escrow Agreement); (8) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement (including the Escrow Agreement); (9) to amend, modify or waive provisions of this Agreement (subject to Section 9.2 and Section 9.3) or any of the other related agreements to which the Stockholders’ Representative is a party; (10) to engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholders’ Representative in complying with the Stockholders’ Representative’s duties and obligations; and (11) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all such matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any holder of Company Securities or Management Contributor by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any holder of Company Securities or Management Contributor by the Stockholders’ Representative, as being fully binding upon such holder. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the holders of Company Securities and the Management Contributors. Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of any claims to hold harmless, indemnify, compensate, reimburse or pay any Indemnitee hereunder, shall constitute a decision or action of all holders of Company Securities and all Management Contributors and shall be final, binding and conclusive upon each such holder. No holder of Company Securities or Management Contributor shall have the right to object to, dissent from, protest or otherwise contest the same. (b) If the Stockholders’ Representative shall resign for any reason become unable to fulfill its responsibilities as the agent of the holders of Company Securities, then the former holders of two-thirds of the outstanding shares of Series B Preferred Stock shall, within ten (10) days after the date upon which the Stockholders’ Representative becomes unable to fulfill its responsibilities, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the “Stockholders’ Representative”)” for all purposes hereunder. If for any reason there is no Stockholders’ Representative at any time, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered references herein to the Stockholders’ Representative shall be deemed to have been validly delivered refer to each Principal Stockholder, Xxxxxx X. Xx Xxxxxx. (iic) any consent given or waiver The holders of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by Company Securities and the Stockholders’ Representative shall be binding upon each Management Contributors recognize and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, intend that the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney granted in Section 9.1(a): (i) is coupled with an interest and shall is irrevocable; (ii) may be irrevocable and shall not be terminated delegated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys ; and affiliates (iii) shall survive the “death or incapacity of any holder of Company Securities. (d) The Stockholders’ Representative Parties”) and shall not be liable to hold the any holder of Company Securities for any act done or omitted hereunder as Stockholders’ Representative Parties harmless against while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of Company Securities and all lossesthe Management Contributors shall, Liabilities or expenses incurred without bad faith on subject to the part of following sentence, indemnify the Stockholders’ Representative and hold it harmless from and against, compensate it for, reimburse it for and pay any loss, liability or expense arising out of or in connection with his the acceptance or administration of its duties hereunder (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence or bad faith of the Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative will reimburse the holders of Company Securities the amount of such indemnified Representative Loss attributable to such gross negligence or bad faith. The Representative Losses shall be satisfied: (i) from the Stockholders’ Representative Fund; and (ii) to the extent the amount of the Representative Losses exceeds amounts available to the Stockholders’ Representative under (i), from holders of Company Securities, severally and not jointly and in defending against proportion to their respective Pro Rata Share. As soon as practicable after the date on which the final obligation of the Stockholders’ Representative under this Agreement and the Escrow Agreement have been discharged or such other date as the Stockholders’ Representative deems appropriate, any claim or Liability amounts remaining in connection herewiththe Stockholders’ Representative Fund shall be distributed in accordance with the provisions of Section 2.5(e).

Stockholders’ Representative. (a) Each Principal Stockholder Stockholder, by signing this Agreement, designates James G. Corey or, in the event that James G. Corey is unable or xxxxxxxxx xx serve, designates Sharon Xxxxx, xx xx xxe Stockholders' Representative for purposes of xxxx Xxxxxxent. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) Buyer shall be entitled to rely upon any communication or writings given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby irrevocably constitutes consent and appoints Xxxxxxxxxxx Xxxxxxx agree that the Stockholders' Representative is authorized to accept deliveries, including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the “Stockholders’ Representative”), as such Principal Stockholder’s agent true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative; and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 8 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is coupled with an granted subject to the interest of the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal act of any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed , whether by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder such Stockholder's death or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithother event.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”)The Sellers have, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder either by virtue of their approval of the failure Purchase Agreement or refusal through their acceptance of Merger Consideration pursuant to the Purchase Agreement, consented to: (a) the appointment of the Stockholders’ Representative as representative of the Sellers for all purposes of the Purchase Agreement and this Agreement, including, without limitation, full power and authority on behalf of the Sellers to: (i) take all actions necessary in connection with the post-closing implementation of this Agreement and related agreements; (ii) negotiate, settle, compromise and otherwise handle all claims for indemnification made by an Acquiror pursuant to this Agreement; (iii) enter into this Agreement and to act pursuant hereto; and (iv) enter into a waiver or amendment of this Agreement; subject to those limitations set forth in the Purchase Agreement; (b) the establishment of this escrow to secure the Sellers’ indemnification obligations under Article VII of the Purchase Agreement and to satisfy any reason to consummate the Transaction or relating post-closing adjustment obligations to the performance Acquiror pursuant to Sections 2.10 and 2.11 of its the Purchase Agreement, all in the manner set forth herein; and (c) all of the other duties hereunder terms, conditions and limitations in this Agreement. Any expenses or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part costs of the Stockholders’ Representative and arising hereunder shall be made out of or the remaining Escrow Funds (if any) that would otherwise be paid to the Sellers under Section 4.6 hereof, with each Seller being deemed to participate in connection with his duties as Stockholders’ Representativesuch expenses, including on a pro rata basis, within three (3) Business Days following the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithTermination Date.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Upon the Effective Time and appoints Xxxxxxxxxxx Xxxxxxx without further act of any Stockholder, Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxx Xxxxxxxx (collectively, the “"Stockholders’ ' Representative”), ") shall be appointed as such Principal Stockholder’s agent and attorney-in-factfact for each Stockholder, for and on behalf of each such Stockholder, with full power of substitution, and with full power and authority to act, including full power of substitution, in his, her or its name represent the Stockholders and on his, her or its behalf their successors with respect to all matters arising from under this Agreement, and all actions taken by the Stockholders' Representative hereunder shall be binding upon such Stockholders and their successors as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Stockholders' Representative shall have full power and authority, on behalf of all the Stockholders and their successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any "Claim of Damages" made by an Indemnified Party, to assert Claims of Damages against any Indemnifying Party, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to authorize delivery of any payments to be made with respect thereto. All determinations of the Stockholders' Representative shall be decided by a majority thereof in the event there is more than one Stockholders' Representative. (b) The Stockholders' Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Stockholders' Representative as hereinafter provided. In case of such resignation, or in the event of the death or inability to act of the Representative, a successor shall be named from among the Stockholders by a majority of the members of the Board of Directors of who served on such board prior to the Merger. Each such successor Stockholders' Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein shall be deemed to include such successor Stockholders' Representative. (c) In performing any way relating to of their duties under this Agreement and any other agreement entered into in connection with this Agreement (including Agreement, or upon the Ancillary Agreements) or the Transaction, including to do all things and claimed failure to perform all acts required his duties hereunder, the Stockholders' Representative shall not be liable to the Stockholders or deemed advisableanyone else for any damages, losses or expenses which they may incur as a result of any act, or failure to act under this Agreement; provided, however, that the Stockholders' Representative shall be liable for damages arising out of actions or omissions that both (i) were taken or omitted not in its sole discretiongood faith and (ii) constituted willful default or gross negligence under this Agreement. Accordingly, in connection the Stockholders' Representative shall not incur any such liability with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, respect to (i) any communication action taken or other delivery validly delivered omitted to be taken in good faith upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholders’ ' Representative shall be deemed to have been validly delivered to each Principal Stockholder, hereunder; or (ii) any consent given action taken or waiver omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any provision information contained therein, which the Stockholders' Representative shall in good faith believe to be genuine, to have been signed or presented by the purported proper person or persons and to conform with the provisions of this Agreement. The limitation of liability provisions of this Section shall survive the termination of this Agreement and the resignation of the Stockholders' Representative. The Compec Stockholders shall severally indemnify the Stockholders' Representative and hold him harmless against any loss, liability or expense (including any other agreement entered into in connection with this Agreement, expenses of legal counsel retained by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii' Representative) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without willful default, gross negligence or bad faith on the part of the Stockholders’ ' Representative and arising out of or in connection with the acceptance or administration of his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithhereunder.

Stockholders’ Representative. (a) Each Principal Stockholder Stockholder, by signing this Agreement, designates H. Xxx Xxxxxxxx or, in the event that H. Xxx Xxxxxxxx is unable or unwilling to serve, designates Xxxxxx Xxxxxxxx to be the Stockholders' Representative for purposes of this Agreement. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) Buyer shall be entitled to rely upon any communication or writings given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby irrevocably constitutes consent and appoints Xxxxxxxxxxx Xxxxxxx agree that the Stockholders' Representative is authorized to accept deliveries, including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the “Stockholders’ Representative”), as such Principal Stockholder’s agent true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative; and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 8 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is coupled with an granted subject to the interest of the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal Stockholder or act of any Stockholder, by operation of law. Neither the Stockholders’ Representative nor any agent employed , whether by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder such Stockholder's death or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithother event.

Stockholders’ Representative. Each Principal Stockholder The Sellers (by virtue of their execution of this Agreement) hereby irrevocably constitutes constitute and appoints Xxxxxxxxxxx Xxxxxxx appoint Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxxx, and Xxxxx Xxxxxxxxx as the agent and true and lawful attorney in fact of the Sellers (the “Stockholders’ Representative”), as such Principal Stockholder’s agent to act in the name, place and attorney-in-fact, with full power stead of the Sellers for purposes of executing any documents and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in taking any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to actions that the Stockholders’ Representative shall may, in his their discretion, determine to be deemed to have been validly delivered to each Principal Stockholdernecessary, (ii) any consent given desirable or waiver of any provision of this Agreement or any other agreement entered into appropriate in connection with this Agreementall matters relating to the Second Payment, by Third Payment, and Final Payment and the Closings under Article 1 and Article 5 and any claim for indemnification under Section 7. The Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and act by majority vote on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreementall matters. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and All expenses incurred by the Stockholders’ Representative in defending against connection with the performance of his duties as Stockholders’ Representative shall paid exclusively from the Second Payment, Third Payment, and Final Payment, and the Stockholders’ Representative shall be entitled to recover any claim or Liability out-of-pocket costs and expenses reasonably incurred by the Stockholders’ Representative in connection herewithwith actions taken by the Stockholders’ Representative pursuant to this Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) 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 acknowledge that the Stockholders’ Representative is permitted to engage Xxxxx & Xxxxxxx LLP as counsel to the Stockholders’ Representative and waives any conflict of interest that may arise as a result of such engagement.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Mx. Xxxxxxx (the “Stockholders’ Representative”)Xxx, as such Principal Stockholder’s agent representative to act as Representative for all purposes of this Agreement, the Escrow Agreement and attorney-in-factthe transactions contemplated hereby, with full power and authority to act, including full power of substitutionthe right, in hissuch capacity, her or its name and on hisin his discretion, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do any and all things and to perform execute any and all acts required or deemed advisabledocuments in such Stockholder’s place and stead, in its sole discretion, in connection with the Transaction as fully as any way which such Principal Stockholder could do if then personally present and acting alone. Without limitationpresent, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each Escrow Agreement and every Principal the transactions contemplated thereby, including the authority on behalf of such Stockholder, without giving notice to such Stockholder, to take any of the following actions: (i) to accept on such Stockholder’s behalf any amount payable to such Stockholder under this Agreement or the Escrow Agreement; (ii) to negotiate and otherwise deal with Buyer, in all respects; (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for accept and on behalf give service of each Principal Stockholder any amendment process and all other notices and other communications relating to this Agreement or the Escrow Agreement; (iv) to settle any other agreement entered into dispute relating to the terms of this Agreement or the Escrow Agreement; (v) to execute any instrument or document that the Representative may determine is necessary or desirable in the exercise of his authority under this Agreement and power-of-attorney; and (vi) to act in connection with all matters relating to this Agreement, the Escrow Agreement and the transactions contemplated thereby, including the power to employ auditors, attorneys and other Persons in connection therewith. (b) Each Stockholder further agrees, as follows: (i) Such Stockholder recognizes the inherent conflict of interest of Mx. This appointment Xxxxxxx Xxx as the Representative and as a continuing employee of agency Buyer and waives any claims with respect thereto; (ii) the Representative (A) shall not incur any personal liability for acting in such capacity if in doing so he acts upon advice of counsel or otherwise acts in good faith, (B) shall not incur any personal liability for acting in such capacity in the absence of his willful misconduct, (C) may act upon any instrument or signature believed by him to be genuine and may assume that any Person purporting to give any notice or instruction under this power Agreement or under any other related agreement or document believed by him to be authorized has been authorized to do so (D) shall not be responsible for the investment of attorney any payments received from Buyer for the benefit of Stockholders, and (E) shall be promptly reimbursed by Stockholders, pro rata for out-of-pocket expenses incurred by him in his capacity of Representative, and such expenses shall first be satisfied from any Closing Payment, Earnout Payment or Additional Earnout Payment paid by the Buyer and received by the Representative for the benefit of the Stockholders, prior to distribution of such payments to Stockholders; and (iii) If Mx. Xxxxxxx Xxx is coupled unable to serve or resigns as the Representative, the Stockholders may appoint from among their ranks a substitute Representative to replace Mx. Xxxxxxx Xxx which individual shall have all the powers and authority granted to Mx. Xxxxxxx Xxx by this Section 13.15. Buyer shall accept such substitute Representative without objection; provided, however, that Mx. Xxxxxxx Xxx shall continue to serve as the Representative until such substitute Representative has been appointed by the Stockholders. (c) At and after Closing, Buyer shall be entitled to deal exclusively with an interest Representative on all matters relating to this Agreement, the Escrow Agreement and the transactions contemplated hereby involving the Stockholders, or any of them, and shall be irrevocable entitled to rely conclusively (without further evidence of any kind whatsoever) on any statements made by the Representative or documents executed or purported to be executed on behalf of any Stockholder by the Representative, and shall not on any other action taken or purported to be terminated taken on behalf of any Stockholder by any Principal Stockholder the Representative including the appropriate communication or by operation of law. Neither delivery to the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder By the execution and delivery of this Agreement, each of the Stockholders hereby irrevocably constitutes constitute and appoints Xxxxxxxxxxx appoint Xxxx X. Xxxxxxx (the “Stockholders’ Representative”)) as his, as such Principal Stockholder’s her or its true and lawful agent and attorney-in-fact, fact with full power of substitution to act in the name, place and authority to act, including full power stead of substitution, in his, her or its name and on his, her or its behalf such Stockholders with respect to all matters arising from or the transfer of the shares of Stock owned by such Stockholders to the Buyer in accordance with the terms and provisions of this Agreement, and to act on behalf of such Stockholders in any way relating litigation or arbitration involving this Agreement, to this Agreement do or refrain from doing all such further acts and any other agreement entered into things, and to execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with this Agreement or otherwise relating to the transactions contemplated by this Agreement, including, without limitation, the power: (a) to act for the Stockholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to defend, negotiate, assert, and compromise any indemnity claim on behalf of the Stockholders and to transact matters of litigation; (b) to execute and deliver all amendments, waivers, ancillary agreements (including the Ancillary AgreementsEscrow Agreement), assignments, certificates and documents, and take any and all actions, that the Stockholders’ Representative deems necessary or appropriate in connection; (c) to execute and deliver all consents, amendments and waivers to this Agreement that the Stockholders’ Representative deems necessary or appropriate, whether prior to, at or after the TransactionClosing; (d) to receive funds, including make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of the Stockholders and apply such funds in payment for such expenses; (f) to do all things and to perform all acts required or deemed advisable, refrain from doing any further act or deed on behalf of the Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion, discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present; and (g) to receive service of process in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting aloneany claims under this Agreement. Without limitation, (i) any communication or other delivery validly delivered to The appointment of the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by the Buyer and any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor other person may conclusively and absolutely rely, without inquiry, upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ Representative for any reason in all matters referred to consummate herein. All notices required to be made or delivered by the Transaction or relating Buyer to the performance Stockholders shall be made to the Stockholders’ Representative for the benefit of its other duties hereunder or any the Stockholders and shall discharge in full all notice requirements of its omissions or actions the Buyer to the Stockholders with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Stockholders hereby confirm all actions that the Stockholders’ Representative Parties shall do or cause to be done by virtue of its appointment as the Stockholders’ Representative of the Stockholders. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with the obligations under this Agreement and the Escrow Agreement, but the Stockholders’ Representative shall not be responsible to the Stockholders for any loss or damages the Stockholders may suffer by the performance of its duties under this Agreement or the Escrow Agreement, other than loss or damage arising from willful violation of law or gross negligence in the performance of its duties under this Agreement. The Stockholders agree jointly and severally to indemnify, defend and hold harmless the Stockholders’ Representative from and against any and all lossesloss, Liabilities or expenses damage, liability and expense that may be incurred without bad faith on the part of by the Stockholders’ Representative and arising out of or in connection with his duties its appointment as Stockholders’ Representative under this Agreement (except such as may result from the Stockholders’ Representative’s willful violation of law or gross negligence in the performance of its duties under this Agreement), including the reasonable legal costs of defending itself against any claim or liability in connection with its performance under this Agreement and expenses incurred all other documents and agreements executed and delivered by the Stockholders’ Representative in defending against connection with this Agreement, including, without limitation the Escrow Agreement. The Stockholders’ Representative, each Stockholder and the Buyer expressly acknowledge that the Stockholders’ Representative shall have no authority or responsibility to act on behalf of any claim or Liability Stockholder in connection herewithwith any claim, action or proceeding initiated against such Stockholder pursuant to a breach by such Stockholder of such Stockholders’ individual representations, warranties or covenants hereunder. All decisions by the Stockholder’s Representative shall be binding upon all Stockholders.

Stockholders’ Representative. (a) Each Principal Stockholder Seller hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), Representative as such Principal StockholderSeller’s agent representative and attorney-in-fact, with full power and authority fact to act, including full power act on behalf of substitution, in his, her or its name and on his, her or its behalf such Seller with respect to this Agreement after Closing and to take any and all actions and make any decisions required or permitted to be taken by Stockholders’ Representative pursuant to this Agreement, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Purchaser pursuant to Section VII and Section IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Section VII and Section IX; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Agreement; (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Agreement; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholders’ Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Stockholders’ Representative for the accomplishment of the foregoing. Purchaser shall be entitled to deal exclusively with Stockholders’ Representative on all matters arising from or in any way relating to this Agreement (including Sections VII and IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Stockholders’ Representative, and on any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) action taken or the Transactionpurported to be taken on behalf of any Seller by Stockholders’ Representative, including as being fully binding upon such Seller. Notices or communications to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the from Stockholders’ Representative shall be deemed constitute notice to have been validly delivered to or from each Principal Stockholder, (ii) any consent given of the Sellers. Any decision or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, action by the Stockholders’ Representative shall be binding upon each and every Principal Stockholderhereunder, and (iii) except as otherwise provided in Section 11.1, the including any agreement between Stockholders’ Representative is hereby authorized and Purchaser relating to execute the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and on behalf shall be final, binding and conclusive upon each such Seller. The provisions of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this Section, including the power of attorney is granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder act of any one Seller, or by operation of law. Neither the Stockholders’ Representative nor any agent employed Law, whether by it shall incur any Liability to any Principal Stockholder by virtue of the failure death or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithevent.

Stockholders’ Representative. (a) Each Principal Stockholder hereby who votes for or consents to the adoption of this Agreement (each, an “Approving Stockholder“) and the approval of the transactions contemplated hereby, including the Merger, shall irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx 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”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power act in the name of substitution, in his, her or its name and for and on his, her or its behalf of each Approving Stockholder with respect to all matters arising from in connection with, or in any way relating to related to, this Agreement and any other agreement entered into the Escrow Agreement and the transactions contemplated hereby and thereby. Each of the matters referred to in connection with 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, including the Ancillary AgreementsMerger. The Stockholders’ Representative has been appointed (i) or the Transactionagent and true and lawful attorney-in-fact of each Approving Stockholder, including to do all things with full power of substitution, and to perform all acts required or deemed advisable, with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each Approving Stockholder in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Transaction as fully as Escrow Agreement, and (ii) the agent for service of process for each Approving Stockholder, and the Approving Stockholders have irrevocably consented to the service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such Principal Stockholder could if then personally present and acting aloneprocess to the Stockholders’ Representative. Without limiting the generality of the foregoing, the power of the Stockholders’ Representative shall include the power to represent each Approving Stockholder with respect to all aspects of this Agreement and the Escrow Agreement, which power shall include, without limitation, the power to (i) receive any communication payment or transfer to be made pursuant to this Agreement or the Escrow Agreement, (ii) waive any and all conditions of this Agreement or the Escrow Agreement, (iii) amend this Agreement or the Escrow Agreement and any agreement executed in connection herewith or therewith in any respect, (iv) bring, assert, defend, negotiate or settle any claims or actions for indemnity pursuant to ARTICLE IX hereof, (v) retain legal counsel and be reimbursed by the Approving Stockholders for all fees, expenses and other charges of such legal counsel, (vi) receive notices or other delivery validly delivered communications, (vii) deliver any notices, certificates or other documents required, and (viii) take all such other action and to do all such 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 have the absolute right and authority to rely upon the acts taken or omitted to be taken by the Stockholders’ Representative on behalf of the Approving Stockholders, and the 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, including, without limitation, any payment, to the Stockholders’ Representative shall be deemed deliveries to have been validly delivered to each Principal Stockholderthe Stockholders, (ii) the Parent shall not have any consent given liability with respect to any aspect of the distribution or waiver communication of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by such deliveries between the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, any Stockholder and (iii) except as otherwise provided in Section 11.1, any disclosure made to the Stockholders’ Representative is hereby authorized to execute for and by or on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and the Parent shall be irrevocable and shall not deemed to be terminated a disclosure made to each Stockholder. Each Approving Stockholder has agreed that any payment made by any Principal Stockholder or by operation on behalf of law. Neither the Parent to the Stockholders’ Representative nor on any agent employed by it Stockholder’s behalf (including, without limitation, payments under this Agreement or the Escrow Agreement) shall incur any Liability be deemed a direct payment to any Principal 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 virtue of the failure or refusal of the Stockholders’ Representative for any reason. In the event each of Xx. XxXxxxx and Xx. Xxxxxxxxx refuses to, or is no longer capable of, serving as the Stockholders’ Representative hereunder, the Approving Stockholders shall promptly appoint a successor Stockholders’ Representative who shall be reasonably acceptable to the Parent and shall thereafter be a successor Stockholders’ Representative hereunder, and the Stockholders’ Representative shall serve until such successor is duly appointed and qualified to act hereunder. (b) The Approving Stockholders shall indemnify, defend and hold harmless the Stockholders’ Representative from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and third party expenses which the Stockholders’ Representative may suffer or incur by reason to consummate of any action, claim or proceeding brought against the Transaction Stockholders’ Representative arising out of or relating in any way to this Agreement, the performance of its other duties hereunder Escrow Agreement or any transaction to which this Agreement relates, unless such losses, liabilities, costs damages and expenses shall have been finally adjudicated to have resulted from the willful misconduct or gross negligence of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal (a) Effective upon the Required Company Stockholder hereby irrevocably constitutes Vote, and appoints Xxxxxxxxxxx Xxxxxxx without further action on the part of any Person, Xxxxx Xxxxx shall be designated and appointed as the representative, agent and attorney-in-fact for and on behalf of each Stockholder (the “Stockholders’ Representative”), to perform any and all such acts as such Principal Stockholder’s agent and attorney-in-factare required, with full power and authority to actauthorized or contemplated by this Agreement, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this the Escrow Agreement and any other agreement entered into by the Stockholders’ Representative in connection his or her capacity as such, to be performed for or on behalf of the Stockholders. (b) Without limitation to the foregoing, the appointment described in Section 2.9 (a) shall include the following exclusive authority given by the Stockholders to the Stockholders’ Representative: (i) to resolve with this Agreement (including Parent, any Parent’s Indemnified Person and the Ancillary Agreements) Surviving Corporation any disputes relating to claims for reimbursement and indemnification, to defend, commence and carry out any proceeding, and to otherwise settle any claim asserted by Parent, any Parent’s Indemnified Person or the TransactionSurviving Corporation, including pursuant and subject to do all things and the terms of this Agreement, (ii) to perform all acts required or deemed advisabledirect, on behalf of the Stockholders, resolution of any matters related to the disposition of the Escrow, (iii) to determine, in its the sole discretionand absolute discretion of the Stockholders’ Representative, the time or times when, the purposes for, and the manner in which, any power herein conferred shall be exercised and the provisions of any instrument or documents which may be executed by the Stockholders’ Representative pursuant hereto, and (iv) to employ such attorneys, accountants and agents as the Stockholders’ Representative may deem appropriate in connection with the Transaction as fully as duties of the Stockholders’ Representative hereunder; notwithstanding anything herein to the contrary, the Stockholders’ Representative does not have any authority to settle any claim against any director, officer or individual Stockholders, and may only settle claims made against the escrow. The Stockholders shall be bound by all actions taken by the Stockholders’ Representative in such Principal Stockholder could if then personally present capacity thereof. The Stockholders’ Representative shall promptly, and acting alone. Without limitationin any event within five business days, (i) provide written notice to the Stockholders of any communication or other delivery validly delivered action taken on behalf of the Stockholders by the Stockholders’ Representative pursuant to the authority delegated to the Stockholders’ Representative under this Section 2.9. (c) The Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into at all times act in connection with this Agreement, by such capacity in a manner that the Stockholders’ Representative shall believes to be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the best interest of the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative (nor any agent employed by it of the directors, officers, agents or employees of Stockholders’ Representative, if applicable) shall incur any Liability be liable to any Principal Stockholder by virtue or any other person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the failure or refusal Escrow Agreement, except in the case of the Stockholders’ Representative’s gross negligence or willful misconduct. The Stockholders’ Representative may consult with legal counsel, independent public accountants and other experts selected by the Stockholders’ Representative and shall not be liable for any reason action taken or omitted to consummate be taken in good faith in accordance with the Transaction advice of such counsel, accountants or relating experts. The Stockholders’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of its other duties hereunder or any of its omissions the terms, covenants or actions with respect theretoconditions of this Agreement or the Escrow Agreement. The Principal StockholdersAs to any matters not expressly provided for in this Agreement or the Escrow Agreement, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys Representative shall not be required to exercise any discretion or take any action. Any portion of the Escrow Consideration to be distributed at the six-month anniversary of the Effective Date in accordance with Section 2.5 that may be remaining after satisfaction of all claims made prior to such six-month anniversary by Parent’s Indemnified Persons shall be available to indemnify and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all lossesliability, Liabilities loss, penalty, fine, claims, costs or expenses suffered or incurred without bad faith on the part of by the Stockholders’ Representative and arising out of or in connection with his duties as resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. Any portion of the Escrow Consideration that may be remaining after satisfaction of all claims made prior to the one-year anniversary of the Effective Date by Parent’s Indemnified Persons shall further be made available to indemnify and holder the Stockholders’ Representative harmless from the liability, including loss, penalty, fine, claims, costs or expenses suffered or incurred by the reasonable Stockholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. The Stockholders’ Representative shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by the Stockholders’ Representative in defending against connection with actions taken by the Stockholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement, subject to the limitation of the foregoing sentence. Any indemnification payment to the Stockholder’s Representative shall be taken ratably from the Escrow Shares and Escrow Cash being distributed (calculated using the Designated Stock Calculation). Notwithstanding anything to the contrary herein or in the Escrow Agreement, (i) the Stockholders’ Representative is not authorized to, and shall not, accept on behalf of any Stockholder any Merger Consideration to which such Stockholder is entitled under this Agreement and (ii) the Stockholders’ Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Stockholder unless the Stockholders’ Representative is expressly authorized to do so in a writing signed by such Stockholder. (d) From and after the Effective Time, Parent shall cause the Surviving Corporation to provide the Stockholders’ Representative with reasonable access to information about the Surviving Corporation and the reasonable assistance of the officers and employees of Parent and the Surviving Corporation for purposes of performing the duties and exercising the rights of the Stockholders’ Representative under this Agreement, provided that the Stockholders’ Representative shall treat confidentially any nonpublic information he receives from Parent regarding the Parent and Surviving Corporation (except as may be required for the performance of the duties or the exercise of the rights of Stockholders’ Representative under this Agreement, in which case the Stockholders’ Representative shall provide Parent with prior notice of any intended use or disclosure of such nonpublic information and permit Parent a reasonable opportunity to take appropriate steps to protect such information). The Stockholders’ Representative may discuss any claim or Liability in connection herewithmade against the escrow and any proposed manner of resolving that claim with other Stockholders. (e) In the event that Xxxxx Xxxxx shall cease to serve as Stockholders’ Representative for any reason (including by resignation which is hereby permitted), then the holders of a majority of the Escrow Shares at such time shall appoint a successor Stockholders’ Representative.

Stockholders’ Representative. (a) Each Principal VNC Stockholder hereby irrevocably constitutes by virtue of the approval and appoints Xxxxxxxxxxx Xxxxxxx (adoption of this Agreement or by accepting any consideration payable or issuable hereunder shall be deemed to have constituted, appointed and empowered the “Stockholders’ Representative”), for the benefit of the VNC Stockholders, as such Principal Stockholder’s the exclusive agent and attorney-in-factfact to act for and on behalf of each VNC Stockholder, in connection with full and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority authority: (i) to actexecute and deliver such waivers, including full power of substitution, in his, her or its name consents and on his, her or its behalf amendments (with respect to any and all matters arising from or in any way relating to issues, including those which may have a negative impact on a VNC Stockholder) under this Agreement and any the other agreement entered into agreements, documents and instruments executed in connection with this Agreement (including herewith and the Ancillary Agreements) or consummation of the Transaction, including to do all things and to perform all acts required or deemed advisabletransactions 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 VNC Stockholders 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, the Paying Agent Agreement, and the other agreements, documents and instruments executed in connection herewith and the transactions provided for herein and therein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement and the other agreements, documents and instruments executed in connection herewith for and on behalf of the VNC Stockholders, including consenting to, compromising or settling any such claims, conducting negotiations with CHC, the Surviving Company and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by CHC, the Surviving Company or any other Person, or by any Governmental Entity against the Stockholders’ Representative and/or any of the VNC Stockholders, and receive process on behalf of any or all VNC Stockholders in any such claim, action, proceeding 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 claim, action, proceeding 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, proceeding 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 refrain from enforcing any right of the VNC Stockholders arising out of or under or in any manner relating to this Agreement and the other agreements, documents and instruments executed in connection herewith; provided, however, that no such failure to act on the part of the Stockholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Stockholders’ Representative or by the VNC Stockholders unless such waiver is in a writing signed by the waiving Party or 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, proper or convenient in connection with or to carry out the Transaction transactions contemplated by this Agreement and the other agreements, documents and instruments executed in connection herewith; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Stockholders in connection with any matter arising under this Agreement and the other agreements, documents and instruments executed in connection herewith; and (vi) to collect, hold and disburse any amounts, including any portion of the Escrow Shares received by Stockholders’ Representative pursuant to the terms hereof in accordance with the terms of this Agreement and the other agreements, documents and instruments executed in connection herewith. Notwithstanding the foregoing, the Stockholders’ Representative may resign at any time by providing written notice of intent to resign to the VNC Stockholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the VNC Stockholders. By executing this Agreement the Stockholders’ Representative hereby (x) accepts its appointment and authorization to act as fully Stockholders’ Representative as such Principal Stockholder could if then personally present attorney-in-fact and acting aloneagent on behalf of the Stockholders in accordance with the terms of this Agreement and (y) agrees to perform its obligations under, and otherwise comply with, this Section 7.5. (b) The Stockholders’ Representative shall be entitled to receive reimbursement from, and be indemnified by, the VNC Stockholders for certain expenses, charges and liabilities as provided below. Without limitationIn connection with this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder, (i) the Stockholders’ Representative shall incur no responsibility whatsoever to any communication VNC Stockholders by reason of any error in judgment or other delivery validly delivered act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct and (ii) the Stockholders’ Representative shall be deemed entitled to have been validly delivered rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to each Principal such advice shall in no event subject the Stockholders’ Representative to liability to any VNC Stockholder. Each VNC Stockholder shall indemnify, (ii) any consent given or waiver severally in proportion to its Pro Rata Share and not jointly, the Stockholders’ Representative against all Losses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any provision judgment against them, of this Agreement any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any other agreement entered into claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Stockholders’ Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct. In the event of any indemnification hereunder, upon written notice from the Stockholders’ Representative to the VNC Stockholders as to the existence of a deficiency toward the payment of any such indemnification amount, each VNC Stockholder shall promptly deliver to the Stockholders’ Representative full payment of such VNC Stockholder’s share of the amount of such deficiency in proportion to such VNC Stockholder’s Pro Rata Share. The VNC Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants and other professionals and experts at the cost and expense of the VNC Stockholders. (c) All of the indemnities, immunities and powers granted to the Stockholders’ Representative under this Agreement shall survive the Effective Time and/or any termination of this Agreement, . (d) CHC and the Surviving Company shall have the right to rely upon all actions taken or omitted to be taken by the Stockholders’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each and every Principal Stockholder, and the VNC Stockholders. (iiie) except as otherwise The grant of authority provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any VNC Stockholder and (ii) shall not be terminated survive the consummation of the Mergers, and any action taken by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each VNC Stockholder notwithstanding any agent employed by it shall incur any Liability to any Principal Stockholder by virtue contrary action of the failure or refusal direction from such VNC Stockholder, except for actions or omissions of the Stockholders’ Representative for any reason constituting willful misconduct. (f) Each of VNC, Merger Subs and CHC acknowledges and agrees that the Stockholders’ Representative is a party to consummate this Agreement solely to perform certain administrative functions in connection with the Transaction or relating to consummation of the performance transactions contemplated hereby. Accordingly, each of its VNC, Merger Subs and CHC acknowledges and agrees that, other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify than in the Stockholders’ Representative’s role as a VNC Stockholder (if applicable), his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against shall have no liability to, and shall not be liable for any and all lossesLosses of, Liabilities any of VNC, Merger Subs or expenses incurred without bad faith on the part CHC or to any Person in connection with any obligations of the Stockholders’ Representative and arising out under this Agreement or otherwise in respect of this Agreement or in connection with his duties as Stockholders’ Representativethe transactions contemplated hereby, including except to the reasonable costs and expenses incurred extent such Losses shall be proven to be the direct result of fraud by the Stockholders’ Representative in defending against any claim or Liability in connection herewithwith the performance by the Stockholders’ Representative of its obligations hereunder.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Xxxxxxx Xxxxxx (such person and appoints Xxxxxxxxxxx Xxxxxxx (any successor or successors being the “"Stockholders’ ' Representative”)") shall act as the representative of the Tendering Stockholders, as such Principal Stockholder’s agent and attorney-in-fact, with full power shall be authorized to act on behalf of the Tendering Stockholders and authority to act, including full power of substitution, in his, her take any and all actions required or its name and on his, her or its behalf permitted to be taken by the Stockholders' Representative under this Agreement with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement claims (including the Ancillary Agreementssettlement thereof) or made by an Indemnified Party for indemnification pursuant to this Section 7 and with respect to any actions to be taken by the TransactionStockholders' Representative pursuant to the terms of the Escrow Agreement. The Stockholder Representative shall be entitled to exercise power with respect to the foregoing, including to do all things and to perform all acts required or deemed advisableincluding, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without without limitation, to (i) any communication or other authorize the delivery validly delivered of amounts from the Escrow to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholderan Indemnified Party in satisfaction of claims by an Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholderclaims for indemnification, and (iii) except as otherwise provided take all actions necessary in Section 11.1the judgment of the Stockholders' Representative for the accomplishment of the foregoing. In all matters relating to the foregoing, the Stockholders’ ' Representative shall be the only party entitled to assert the rights of the Tendering Stockholders. The Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Stockholders' Representative. The Stockholders' Representative is hereby authorized not entitled to execute amend this Agreement or take any actions relating to this Agreement prior to the Closing. (b) The Tendering Stockholders shall be bound by all actions taken by the Stockholders' Representative in his capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Stockholders' Representative shall promptly, and in any event within ten business days, provide written notice to the Tendering Stockholders of any action taken on behalf of each Principal Stockholder any amendment them by the Stockholders' Representative pursuant to the authority delegated to the Stockholders' Representative under this Agreement Section 7. The Stockholders' Representative shall at all times act in his or any other agreement entered into her capacity as Stockholders' Representative in connection with this Agreement. This appointment a manner that the Stockholders' Representative believes to be in the best interest of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of lawthe Tendering Stockholders. Neither the Stockholders’ ' Representative nor any agent employed by it of its directors, officers, agents or employees, if any, shall incur any Liability be liable to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative person for any reason error of judgment, or any action taken, suffered or omitted to consummate be taken under this Agreement or the Transaction Escrow Agreement, except in the case of its gross negligence, bad faith or relating willful misconduct. The Stockholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it. The Stockholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Stockholders' Representative shall not exercise any discretion or take any action. (c) Each Tendering Stockholder on whose behalf a portion of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholdersconsideration was contributed to the Escrow shall, jointly severally and severallynot jointly, agree to indemnify hold harmless and reimburse the Stockholders’ Representative, his successors, assigns, agents, attorneys ' Representative from and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against such Tendering Stockholder's ratable share of any and all liabilities, losses, Liabilities damages, claims, costs or expenses suffered or incurred without bad faith on the part of by the Stockholders’ ' Representative and arising out of or in connection with his duties resulting from any action taken or omitted to be taken by the Stockholders' Representative as Stockholders’ RepresentativeStockholder Representative under this Agreement or the Escrow Agreement ("STOCKHOLDER REPRESENTATIVE EXPENSES"), other than such liabilities, losses, damages, claims, costs or expenses (including the reasonable costs fees and expenses incurred of any legal counsel retained by the Stockholders’ ' Representative) arising out of or resulting from the Stockholders' Representative's gross negligence, bad faith or willful misconduct; provided, however, that no such Tendering Stockholder shall be liable in excess of such Tendering Stockholder's pro rata portion of the Escrow. The Stockholders' Representative shall be entitled to recover up to $500,000 of any Stockholder Representative Expenses paid to third parties from the Escrow at any time prior to the distribution of funds to the Tendering Stockholders. In the event there are any remaining funds in defending against the Escrow to be distributed to stockholders of the Company immediately prior to the final distribution from the Escrow pursuant to the Escrow Agreement, the Stockholders' Representative shall be entitled to recover any claim such expenses in excess of $500,000 from the Escrow prior to the distribution of funds to the Tendering Stockholders. (d) Notwithstanding anything to the contrary herein or Liability in connection herewiththe Escrow Agreement, the Stockholders' Representative is not authorized to, and shall not, accept on behalf of any Tendering Stockholder any consideration to which such Tendering Stockholder is entitled under this Agreement and the Stockholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Purchasers now or hereafter owned of record or beneficially by any Tendering Stockholder unless the Stockholders' Representative is expressly authorized to do so in a writing signed by such Tendering Stockholder. (e) In the event of the resignation, removal, death or incapacity of the Stockholders' Representative, a successor shall thereafter be appointed by an instrument in writing signed by such successor and by the Tendering Stockholders holding a majority of the outstanding shares of Common Stock of the Company immediately prior to the Closing, and such appointment shall become effective as to any such successor when a copy of such instrument shall have been delivered to Purchasers in accordance with Section 10.5.

Stockholders’ Representative. Each Principal (a) Upon approval of the Merger and this Agreement by the Stockholder hereby Parties, each Stockholder Party will be deemed to have irrevocably constitutes appointed SCP Private Equity Management, LP., as its, his or her true and appoints Xxxxxxxxxxx Xxxxxxx lawful attorney-in-fact and agent (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, each with full power of substitution or resubstitution, to act solely and authority to act, including full power exclusively on behalf of substitution, in his, her or its name and on his, her or its behalf such Stockholder Party with respect to all matters arising from or the transactions contemplated by this Agreement, including the Merger, and to act on behalf of such Stockholder Party in any way relating to litigation or arbitration involving this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the TransactionAgreement, including to do or refrain from doing all things such further acts and things, and to perform execute all acts required such documents as the Stockholders’ Representative shall deem necessary or deemed advisable, in its sole discretion, appropriate in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitationtransactions contemplated hereby, including the power: (i) to act for such Stockholder Party with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any communication indemnity claim on behalf of such Stockholder Party; (ii) to act for such Stockholder Party with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the transactions contemplated hereby or other delivery validly delivered amendments thereto that the Stockholders’ Representative deems necessary or appropriate; (iv) to receive funds, make payments of funds, and give receipts for funds; (v) to receive funds for the payment of expenses of such Stockholder Party and apply such funds in payment for such expenses; (vi) to do or refrain from doing any further act or deed on behalf of such Stockholder Party that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder Party could do if personally present; and (vii) to receive service of process in connection with any claims under this Agreement. (b) The appointment of the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by Buyer, Merger Subsidiary and any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor other person may conclusively and absolutely rely, without inquiry, upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ Representative for any reason in all matters referred to consummate herein. Any action taken by the Transaction Stockholders’ Representative must be in writing and must be signed by the Stockholders’ Representative. All notices required to be made or relating delivered by Buyer or Merger Subsidiary to the performance Company described above shall be made to the Stockholders’ Representative for the benefit of its other duties hereunder such Stockholder Party and shall discharge in full all notice requirements of Buyer or any of its omissions or actions Merger Subsidiary, as applicable, to such Stockholder Party with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify By their appointment of the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Stockholder Parties thereby confirm all that the Stockholders’ Representative shall do or cause to be done by virtue of his appointment as the representatives of the Stockholder Parties harmless hereunder. The Stockholders’ Representative shall act for the Stockholder Parties on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholder Parties and consistent with the obligations of the Stockholder Parties under this Agreement, but the Stockholders’ Representative shall not be responsible to any Stockholder Party for any damages which the Stockholder Parties may suffer by the performance of the Stockholders’ Representative’s duties under this Agreement, other than damages arising from willful violation of applicable law or gross negligence in the performance of such duties under this Agreement. The Stockholders’ Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against any and all losses, Liabilities or the Stockholders’ Representative. The Stockholders’ Representative Fund shall be used to pay expenses incurred without bad faith on by the part Stockholders’ Representative. By virtue of the approval of the Merger, the Stockholder Parties agree that the Stockholders’ Representative is authorized to replenish the Stockholders’ Representative Fund with funds that would otherwise be distributed to the Stockholders’ Representative for distribution to the Stockholder Parties, if at that time there have been expenditures from the Stockholders’ Representative Fund or if the Stockholders’ Representative in his discretion believes it is necessary to maintain or increase the Stockholders’ Representative Fund at that time. Any portion of the Stockholders’ Representative and arising out Fund not expended at the end of or in connection with his duties as the Second Installment Period shall be distributed promptly by the Stockholders’ RepresentativeRepresentative to SCP and the Stockholder Parties as set forth in Section 2.2(a). By approval of the Merger, including the reasonable Stockholder Parties hereby agree (a) to reimburse the Stockholders’ Representative for all out-of-pocket costs and expenses incurred by the Stockholders’ Representative in defending under this Agreement, including fees for any attorneys or other representative he may employ, and (b) to severally indemnify and hold harmless and defend the Stockholders’ Representative, his agents and assigns against all liabilities, claims, actions, damages, losses and expenses (including legal and other professional fees and expenses, and litigation costs) of any claim kind (whether known or Liability unknown, fixed or contingent) arising out of or in connection herewithwith (a) the Stockholders’ Representative’s omissions to act, or actions taken, resulting from, arising out of, or incurred in connection with, or otherwise with respect to this Agreement, or (b) actions taken with respect to this Agreement or reasonably believed to be in the scope of the Stockholders’ Representative’s authority, provided that he or his agent or assign has not acted with intentional misconduct or fraud in taking such action. (c) In the event that SCP Private Equity Management, LP resigns from its position as Stockholders’ Representative, SCP Private Equity Management, LP shall select a replacement Stockholders’ Representative, which replacement Stockholders’ Representative shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement. (d) The Stockholders’ Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by the Company, any Stockholder Party, Buyer, Merger Subsidiary, or any other evidence deemed by the Stockholders’ Representative to be reliable, and the Stockholders’ Representative shall be entitled to act on the advice of counsel selected by it.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx (a) Xxxxxxx XxXxxxx (the “Stockholders’ Stockholders Representative”)) is hereby appointed, authorized and empowered to act as the representative, on behalf and for the benefit of the Equity Holders, as such Principal Stockholder’s the exclusive agent and attorney-in-factfact to act on behalf of each holder of SDRC Stock or options, in connection with full and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement, which shall include, but not be limited to, the power and authority authority: (i) to act, including full power of substitutionexecute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Stockholders Representative, in hishis or her sole discretion, shall have consented) and to agree to such amendments or modifications thereto as Stockholders Representative, in his or her sole discretion, determine to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as Stockholders Representative, in his or its name her sole discretion, may deem necessary or desirable; (iii) to enforce and on hisprotect the rights and interests of the holders of SDRC Stock or options (including Stockholders Representative, in his or her capacity as a Stockholder or its behalf with respect option holder) and to all matters enforce and protect the rights and interests of the Stockholders Representative arising from out of or under or in any way manner relating to this Agreement and the Escrow Agreement and to take any other agreement entered into in connection with and all actions which Stockholders Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement (including for and on behalf of the Ancillary Agreements) or the TransactionEquity Holders, including to do all things and to perform all acts required or deemed advisableincluding, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without without limitation, (i) asserting or pursuing any communication Action against Acquiror, Merger Sub and/or Surviving Corporation, defending any Third Party Claims or other delivery validly delivered to Actions by the Stockholders’ Acquiror Indemnitees, consenting to, compromising or settling any such Actions, conducting negotiations with Acquiror, Surviving Corporation and their respective representatives regarding such Actions, it being understood that the Stockholders Representative shall be deemed not have any obligation to take any such actions, and shall not have been validly delivered any liability for any failure to each Principal Stockholder, take any such actions; (iiiv) to refrain from enforcing any consent given or waiver right of any provision of this Agreement the Equity Holders or any other agreement entered into of them and/or Stockholders Representative arising out of or under or in connection with any manner relating to this AgreementSection 2.7; provided, by however, that no such failure to act on the Stockholders’ Representative shall be binding upon each and every Principal Stockholderpart of Stockholders Representative, and (iii) except as otherwise provided in Section 11.1this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by Stockholders Representative or by the Stockholders’ Representative Equity Holders unless such waiver is hereby authorized in writing signed by the waiving party or by Stockholders Representative; (v) to execute for and receive payments of the Merger Consideration on behalf of the Equity Holders and to distribute the same, in the Pro Rata Portion, to the Equity Holders. (b) In addition to the power and authority to act on behalf of the Equity Holders set forth in Section 2.7(a), the Stockholders Representative shall have the specific power and authority to act on behalf of the Surviving Corporation to negotiate and, subject to the Acquiror’s prior written approval, which may be withheld in its sole discretion consistent with the terms of this Agreement, settle any and all claims related to options to acquire Common Stock, including any increase in Taxes of the Surviving Corporation or any former holder of options listed on Schedule 2.7(b) of the SDRC Disclosure Schedules, costs of preparing and/or amending tax returns and any interest and penalties related thereto (the “Special Claims”). In connection with the foregoing, at the Closing, the Acquiror shall transfer $650,000 (the “Special Claims Funds”) to the Stockholders Representative to be used by the Stockholders Representative to pay: (i) expenses (including, without limitation, those of attorneys, accountants and other professionals) incurred by Stockholders Representative in his or her capacity as representative related to the Special Claims (and shall use such amounts to pay any of the fees and expenses they incur in connection with disputes related to Article IX and adjustments thereto), and (ii) such Special Claims, each Principal Stockholder as are approved by the Acquiror in accordance with the first sentence of this Section 2.7(b). In the event the Special Claims Funds are insufficient to settle the Special Claims, then the Stockholders Representative shall be entitled to use Expense Funds upon receipt of the prior written approval of the Aquiror. (c) Stockholders Representative shall not be entitled to any amendment fee, commission or other compensation for the performance of his or her services under this Section 2.7, but shall be entitled to the payment of all his or her expenses incurred as representative. In connection with the foregoing, at the Closing, the Acquiror shall transfer $500,000 (the “Expense Funds”) to Stockholders Representative, which shall be in addition to the Special Claims Funds, to be used by Stockholders Representative to pay expenses incurred by Stockholders Representative in his or her capacity as representative (and shall use such amounts to pay any of the fees and expenses they incur in connection with disputes related to Article IX and adjustments thereto). Stockholders Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of Stockholders Representative pursuant to such advice shall in no event subject Stockholders Representative to liability to any Equity Holder. Each Equity Holder shall indemnify the Stockholders Representative in the Pro Rata Portion of all Damages suffered by him or her, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any Action or in connection with any appeal thereof, relating to the acts or omissions of Stockholders Representative hereunder, or under the Escrow Agreement or otherwise. The foregoing indemnification shall not apply in the event of any Action which finally adjudicates the liability of Stockholders Representative hereunder for his or her willful misconduct. In the event of any indemnification hereunder, upon written notice from Stockholders Representative to the Equity Holders as to the existence of a deficiency toward the payment of any such indemnification amount, each Equity Holder shall promptly deliver to Stockholders Representative full payment of their Pro Rata Portion of the amount of such deficiency. Once the Shareholders Representative determines, in her sole discretion, that the Shareholders Representative will not incur any additional expenses in his or her capacity as the Shareholders Representative, then the Shareholders Representative shall, upon the prior written approval of the Acquiror, distribute the remaining unused Expense Funds and Special Claims Funds, if any, to the Equity Holders in their Pro Rata Portions. (d) All of the indemnities, immunities and powers granted to Stockholders Representative under this Agreement shall survive the date of this Agreement and/or any termination of this Agreement and/or the Escrow Agreement. (e) Acquiror and Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by Stockholders Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or any other agreement entered into in connection with this Agreement. This appointment omissions shall be legally binding upon the Equity Holders. (f) The grant of agency and this power of attorney authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Equity Holder; and (ii) shall not be terminated by any Principal Stockholder or by operation of law. Neither survive the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue consummation of the failure Merger. (g) Should Stockholders Representative resign or refusal of be unable to serve, the Stockholders’ Stockholders Representative for any reason shall appoint a single substitute agent to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith take on the part responsibility of such representative hereunder, whose appointment shall be effective on the Stockholders’ Representative and arising out date of Stockholders Representative’s designee’s resignation or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithincapacity.

Stockholders’ Representative. Each Principal Stockholder (a) The Key Stockholders (by virtue of their execution of this Agreement) and the other Non-Dissenting Stockholders (by virtue of the approval of the Merger and the adoption of this Agreement) hereby irrevocably constitutes nominate, constitute and appoints Xxxxxxxxxxx Xxxxxxx appoint Insight as the agent and true and lawful attorney-in-fact of the Non-Dissenting Stockholders (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, to act in histhe name, her or its name place and on his, her or its behalf with respect to all matters arising from or in stead of the Non-Dissenting Stockholders for purposes of executing any way relating to this Agreement documents and taking any other agreement entered into in connection with this Agreement (including actions that the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisableStockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in all matters relating to or arising out of this Agreement, including in connection with any claim for indemnification, compensation or reimbursement under Section 10 or under the Escrow Agreement. Insight hereby accepts its appointment as the Stockholders’ Representative. (b) The Key Stockholders (by virtue of their execution of this Agreement) and the other Non-Dissenting Stockholders (by virtue of the approval of the Merger and the adoption of this Agreement) grant to the Stockholders’ Representative full authority to execute, deliver, acknowledge, certify and file on behalf of the Non-Dissenting Stockholders (in the name of any or all of the Non-Dissenting Stockholders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Stockholders’ Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 11.1(a). Notwithstanding anything to the contrary contained in this Agreement or in any other Contract executed in connection with the Transaction Contemplated Transactions, each Indemnitee shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 10 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Non-Dissenting Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Non-Dissenting Stockholder by the Stockholders’ Representative, as fully as binding upon such Principal Stockholder could if then personally present Non-Dissenting Stockholder. (c) The power of attorney granted in Section 11.1(a): (i) is coupled with an interest and acting alone. Without limitationis irrevocable; (ii) may be delegated by the Stockholders’ Representative; and (iii) shall survive the dissolution, death or incapacity of each of the Non-Dissenting Stockholders. (d) In dealing with this Agreement and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative under this Agreement, (i) the Stockholders’ Representative shall not assume any, and shall incur no, responsibility to any communication Key Stockholder or other delivery validly delivered Non-Dissenting Stockholder by reason of any error in judgment or other act or failure to act in connection with this Agreement, except for any act or failure to act which represents gross negligence, willful misconduct or bad faith, and (ii) the Stockholders’ Representative shall be deemed entitled to have been validly delivered to each Principal Stockholderrely on the advice of counsel, (ii) any consent given public accountants or waiver of any provision of this Agreement or any other agreement entered into independent experts experienced in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholdermatter at issue, and (iii) except as otherwise provided any error in Section 11.1, the Stockholders’ Representative is hereby authorized judgment or other act or failure to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith act on the part of the Stockholders’ Representative pursuant to such advice shall not subject the Stockholders’ Representative to liability to any Non-Dissenting Stockholder. The Key Stockholders and the Non-Dissenting Stockholders shall jointly and severally indemnify the Stockholders’ Representative and hold it harmless against and from any loss, liability or expense (including attorneys fees reasonably incurred or suffered as a result of the performance of its duties under this Agreement) incurred without gross negligence, willful misconduct or bad faith on its part and arising out of or in connection with his the acceptance or administration of its duties as Stockholdershereunder. (e) Upon 30 days’ Representativeprior written notice to Parent, including the reasonable costs and expenses incurred by the Stockholders’ Representative shall have the right to resign in defending against its sole discretion for any claim reason. If the Stockholders’ Representative shall resign or Liability otherwise become unable to fulfill its responsibilities under this Section 11.1 or cease to function in connection herewith.its capacity as Stockholders’ Representative for any reason whatsoever, then the Key Stockholders shall, within 30 days thereof, appoint a successor and, promptly thereafter, shall notify Parent and the Escrow Agent of the identity of such successor. In any event, the Stockholders’ Representative shall continue to have all rights to indemnification provided in Section 11.1(d). Any such successor shall

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Pursuant to the Stockholders Approval dated on or about the date hereof and appoints Xxxxxxxxxxx Xxxxxxx (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 such Principal Stockholder’s for the benefit of the Equityholders and the exclusive agent and attorney-in-factfact to act on behalf of each Equityholder, in connection with full and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority authority: (i) to actnegotiate, including full power of substitutionexecute and deliver such waivers, in his, her or its name consents and on his, her or its behalf with respect to all matters arising from or in any way relating to amendments under this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or consummation of the Transaction, including to do all things and to perform all acts required or deemed advisabletransactions 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 Transaction 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. (b) The Stockholders’ Representative shall be entitled to receive reimbursement from, and be indemnified by, the Equityholders for certain expenses, charges and liabilities as fully as such Principal Stockholder could if then personally present provided below. In connection with this Agreement, and acting alone. Without limitationin exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder, (i) the Stockholders’ Representative shall incur no responsibility whatsoever to any communication Equityholders by reason of any act or other delivery validly delivered omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Stockholders’ Representative shall be deemed entitled to have been validly delivered rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of the Stockholders’ Representative pursuant to each Principal Stockholdersuch advice shall in no event subject the Stockholders’ Representative to liability to any Equityholders. Each Equityholder shall indemnify, (ii) any consent given or waiver severally and not jointly, based on such Equityholder’s pro rata share of Merger Consideration received by such Equityholder, the Stockholders’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any provision judgment against them, of any nature whatsoever, arising out of or relating to any acts or omissions of the Stockholders’ Representative hereunder. The foregoing indemnification shall not apply in the event of any Action which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct. The Stockholders’ Representative shall have the right to recover, at its sole discretion, from the Expense Holdback Amount, prior to any distribution to the Equityholders, any amounts to which it is entitled pursuant to the expense reimbursement and indemnification provisions of this Section 8.14(b). (c) All of the indemnities, immunities and powers granted to the Stockholders’ Representative under this Agreement or shall survive the Effective Time and/or any other agreement entered into in connection with termination of this Agreement, . (d) Parent and the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Stockholders’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each the Equityholders. Parent, Merger Sub and every Principal Stockholderthe Surviving Corporation are hereby relieved from any liability to any Person (including any Equityholder or any Stockholder Indemnified Party) for any acts done by them in accordance with any written notice, and (iii) except as otherwise provided in Section 11.1, consent or instruction of the Stockholders’ Representative is hereby authorized to execute Representative. (e) The grant of authority provided for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Equityholder and (ii) shall not be terminated survive the consummation of the Merger, and any action taken by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor pursuant to the authority granted in this Agreement shall be effective and binding on each Equityholder notwithstanding any agent employed by it shall incur any Liability to any Principal Stockholder by virtue contrary action of the failure or refusal direction from such Equityholder, except for actions or omissions of the Stockholders’ Representative for any reason constituting willful misconduct. (f) The Stockholders’ Representative has the limited partnership authority to consummate execute and deliver this Agreement and to perform the Transaction or relating to the limited administrative responsibilities hereunder. The execution, delivery and performance of its other duties hereunder or any this Agreement by the Stockholders’ Representative has been duly authorized in accordance with the limited partnership agreement of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith . No other limited partnership action on the part of the Stockholders’ Representative is necessary to authorize the execution, delivery and arising out performance of or in connection with his duties as this Agreement by the Stockholders’ Representative. This Agreement has been duly executed and delivered the Stockholders’ Representative and, including assuming that this Agreement constitutes a valid and binding obligation of the reasonable costs other Parties, constitutes a valid and expenses incurred by binding obligation of the Stockholders’ Representative enforceable against the Stockholders’ Representative in defending against any claim or Liability accordance with its terms, except for the Enforceability Exceptions. (g) By the Stockholders’ Representative’s signature to this Agreement, the Stockholders’ Representative hereby accepts the appointment contained in connection herewiththis Agreement, as confirmed and extended by this Agreement, and agrees to act as the Stockholders’ Representative and to discharge the duties of the Stockholders’ Representative pursuant to the terms of this Agreement.

Stockholders’ Representative. Each Principal (a) By the execution and delivery of this Agreement, each Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), James A. Cummings as such Principal Stockholder’s his true and lawful agent and attorney-in-factfact (the "Stockholders' Representative"), with full power xxxx xxxx xxxxx of substitution to act in such Stockholder's name, place and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf stead with respect to all matters arising from or transactions contemplated by and all terms and provisions of this Agreement, and to act on such Stockholder's behalf in any way relating to dispute, litigation or arbitration involving this Agreement Agreement, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do or refrain from doing all things such further acts and to perform things, and execute all acts required such documents as the Stockholders' Representative shall deem necessary or deemed advisable, in its sole discretion, appropriate in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without transactions contemplated by this Agreement, including, without limitation, the power: (i) to waive any communication condition to the obligations of such Stockholder to consummate the transactions contemplated by this Agreement; (ii) to execute and deliver all ancillary agreements, certificates and documents (including any stock powers, the Deposit Escrow Agreement, the Indemnification Escrow Agreement and all notices contemplated by the Deposit Escrow Agreement and the Indemnification Escrow Agreement), and to make representations and warranties therein, on behalf of such Stockholder which the Stockholders' Representative deems necessary or other delivery validly delivered appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to receive on behalf of, and to distribute (after payment of (A) any unpaid expenses chargeable to the Stockholders or the Company prior to the Closing in connection with the transactions contemplated by this Agreement, and (B) amounts payable by the Stockholders pursuant to Section 1.3), all amounts payable to such Stockholder under the terms of this Agreement; and (iv) to do or refrain from doing any further act or deed on behalf of such Stockholder which the Stockholders' Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, as fully and completely as such Stockholder could do if personally present; provided, however, that (x) the Stockholders’ Representative shall be deemed not have the power to have been validly delivered to each Principal Stockholder, (ii) enter into any consent given or waiver of any provision material modifications of this Agreement or any other agreement entered into in connection with this Agreement, by on behalf of the Stockholders; and (y) the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided not exercise his powers in Section 11.1, the Stockholders’ Representative a manner that is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to inconsistent with this Agreement or any other agreement entered into in connection with this Agreement. This amendments hereto executed by the Stockholders. (b) The appointment of agency and this power of attorney is the Stockholders' Representative shall be deemed coupled with an interest and shall be irrevocable irrevocable, and Buyer, its affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders' Representative on behalf of the Stockholders in all matters referred to herein. All notices delivered by Buyer or the Company (following the Closing) to the Stockholders' Representative (whether pursuant hereto or otherwise) for the benefit of the Stockholders shall constitute notice to the Stockholders. The Stockholders' Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholders' Representative believes to be in the best interest of the Stockholders and consistent with its obligations under this Agreement, but the Stockholders' Representative shall not be terminated responsible to the Stockholders for any loss or damages it or they may suffer by any Principal Stockholder or reason of the performance by operation of law. Neither the Stockholders’ ' Representative nor any agent employed by it shall incur any Liability of its duties under this Agreement, other than loss or damage arising from willful violation of this Agreement or the law. (c) Each Stockholder agrees to any Principal Stockholder by virtue of the failure or refusal of indemnify and hold harmless the Stockholders’ ' Representative for from any reason to consummate the Transaction loss, damage or relating to expense arising from the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify as the Stockholders’ Representative' Representative hereunder, his successorsincluding, assignswithout limitation, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold cost of legal counsel retained by the Stockholders’ ' Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part behalf of the Stockholders’ , but excluding any loss or damage arising from willful violation of this Agreement or the law; provided that this indemnification shall not exculpate the Stockholders' Representative and from liability to the Stockholders for damages arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred actions taken by the Stockholders’ ' Representative beyond the scope of authority granted to the Stockholders' Representative pursuant to this Section 1.6. (d) All actions, decisions and instructions of the Stockholders' Representative taken, made or given pursuant to the authority granted to the Stockholders' Representative pursuant to this Section 1.6 shall be conclusive and binding upon each Stockholder, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) The provisions of this Section 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Stockholders to the Stockholders' Representative and shall be binding upon the executors, heirs, legal representatives, successors and assigns of each such Stockholder. (f) The Stockholders' Representative shall receive and hold each Stockholder's Company Shares until Closing. (g) The grant of power and authority set forth in defending against any claim or Liability in connection herewiththis Section 1.6 shall terminate on three months following the first anniversary of the Closing Date.

Stockholders’ Representative. Each Principal Stockholder (a) By voting in favor of or consenting to the Merger or by surrendering or delivering to Beyond6, the Paying Agent, the Parent or the Surviving Corporation (or its designee payroll service provider), as applicable, an executed Letter of Transmittal to the Paying Agent, in exchange for the Merger Consideration to be paid in accordance with this Agreement, each Company Holder irrevocably approves the appointment of, and hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”)Stockholder Representative as the sole, as such Principal Stockholder’s agent exclusive, true and lawful agent, representative and attorney-in-fact, with full power fact of all Company Holders and authority to act, including full power each of substitution, in his, her or its name and on his, her or its behalf them with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, or any other Transaction Document, including for purposes of taking any action or omitting to take any action on behalf of each Company Holder hereunder to: (i) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Stockholders’ Representative deems necessary or appropriate. in connection with the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or in connection with any of the matters set forth in clauses (ii) through (vii) of this Section 3.6(a); (ii) do or refrain from doing any further act or deed on behalf of the Company Holders that the Stockholders’ Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement as fully and completely as the Company Holders could do if personally present; (iii) administer the defense or settlement of any disputes regarding the Post-Closing Statement pursuant to Section 3.3 and agreeing to or negotiating the Final Adjustment Amount, Surplus or Deficit; (iv) give any written direction to the Paying Agent; (v) give or receive notices to be given or received by the Company Holders under this Agreement, or any other Transaction Document (except to the extent that this Agreement, or any other Transaction Document expressly contemplates that any such notice shall be given or received by each Company Holder individually); as the representative of the Company Holders, to enforce and protect the rights and interests of the Company Holders and to enforce and protect the rights and interests of the Stockholders’ Representative arising out of or under or in any way manner relating to this Agreement and any each other agreement entered into Transaction Document and, in connection with this Agreement therewith, to (including the Ancillary Agreementsi) or the Transactionemploy such agents, including consultants and professionals, to do all things delegate authority to its agents, to take such actions and to perform all acts required or deemed advisableexecute such documents on behalf of the Company Holders as the Stockholders’ Representative, in its sole reasonable discretion, deems to be in connection the best interest of the Company Holders; (ii) assert or institute any claim, action, proceeding or investigation; (iii) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent, or any other Person, against the Stockholders’ Representative and following the Closing receive process on behalf of any or all Company Holders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Representative shall determine to be appropriate, give receipts, releases and discharges on behalf of all of Company Holders with respect to any such claim, action, proceeding or investigation; (iv) file any proofs, debts, claims and petitions as the Transaction as fully as Stockholders’ Representative may deem advisable or necessary; (v) settle or compromise any claims asserted; (vi) assume, on behalf of all of Company Holders, the defense of any claim; and (vii) file and prosecute appeals from any decision, judgment or award rendered in any of the foregoing claims, actions, proceedings or investigations, it being understood that the Stockholders’ Representative shall not have any obligation to take any such Principal Stockholder could if then personally present actions, and acting aloneshall not have liability for any failure to take such any action; and (vi) take any other action that, pursuant to the express terms hereof, is to be (or which may be taken by) the Stockholders’ Representative. All actions, notices, communications and determinations by or on behalf of the Company Holders shall be given or made by the Stockholders’ Representative and all such actions, notices, communications and determinations by the Stockholders’ Representative shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. Without limitationlimiting the rights and obligations of Beyond6, (i) any communication or other delivery validly delivered to Parent and Sub under this Agreement, the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholderentitled to: (i) rely upon the Preliminary Settlement Statement and Allocation Schedule, (ii) rely upon any consent signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder. (b) The Stockholders’ Representative may resign at any time. If the Stockholders’ Representative resigns, dies or becomes legally incapacitated, then a majority of the Company Holders, based on their respective Pro Rata Percentages, shall promptly designate in writing to Parent a single Person to fill the Stockholders’ Representative vacancy as the successor Stockholders’ Representative hereunder. If at any time there shall not be a Stockholders’ Representative or the Company Holders fail to designate a successor Stockholders’ Representative, then Parent may have a court of competent jurisdiction appoint a Stockholders’ Representative hereunder. A majority of the Company Holders, based on their respective Pro Rata Percentages, may also replace the Person serving as the Stockholders’ Representative from time to time and for any reason upon at least ten (10) days’ prior written notice to Parent. (c) The Stockholders’ Representative shall act for the Company Holders on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative reasonably believes to be in the best interest of the Company Holders. The Stockholders’ Representative is authorized to act on behalf of the Company Holders notwithstanding any dispute or disagreement among the Company Holders. In taking any actions as Stockholders’ Representative, the Stockholders’ Representative may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any Person the Stockholders’ Representative reasonably believes to be authorized thereunto. The Stockholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or waiver obligations shall be read into this Agreement against the Stockholders’ Representative. The Stockholders’ Representative will incur no liability of any provision of this Agreement kind with respect to any action or any other agreement entered into in connection with this Agreement, omission by the Stockholders’ Representative in connection with the Stockholders’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. The Stockholders’ Representative shall not be binding upon each liable for any action or omission pursuant to the advice of counsel. The Company Holders will indemnify, defend and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, hold harmless the Stockholders’ Representative is hereby authorized to execute for from and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses incurred without bad faith on (including the part fees and expenses of the Stockholders’ counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with his duties the Stockholders’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Company Holders, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Representative Holdback and (ii) the Escrow Funds at such time as remaining amounts would otherwise be distributable to the Company Holders (but only to the extent of the funds then available for distribution to the Company Holder); provided that while this section allows the Stockholders’ Representative to be paid from the Representative Holdback and the Escrow Funds, as applicable, this does not relieve the Company Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Company Holders or otherwise. The foregoing indemnification shall not be deemed exclusive of any other right to which the Stockholders’ Representative may be entitled apart from the provisions hereof. In the event of any indemnification under this Section 3.6(c), each Company Holder shall promptly deliver to the Stockholders’ Representative full payment of his, her or its ratable share of such indemnification claim. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. Except for this Agreement, the Stockholders’ Representative has not entered into any Contract, arrangement or understanding with the Company or any Company Holder, and the Company Holders do not have any requirements, prerequisites or veto rights in connection with the Stockholders’ Representative’s fulfillment of its obligations or exercise of its rights under this Agreement. (d) The Stockholders’ Representative shall treat confidentially any nonpublic information disclosed to it pursuant to this Agreement and shall not use such nonpublic information other than in the performance of its duties as the Stockholders’ Representative. In addition, the Stockholders’ Representative shall not disclose any nonpublic information disclosed to it pursuant to this Agreement to anyone except as required by Law; provided that (i) the Stockholders’ Representative may disclose such nonpublic information to legal counsel and other advisors under an obligation of confidentiality and non-use in its capacity as such (for the purpose of advising the Company Holders on any information disclosed to such Stockholders’ Representative pursuant to this Agreement), (ii) the Stockholders’ Representative (or legal counsel or other advisor to whom information is disclosed pursuant to clause (i) above) may disclose such nonpublic information disclosed to the Stockholders’ Representative pursuant to this Agreement in any action relating to this Agreement or the transactions contemplated hereby (or, in either case, discussion in preparation therefor) and (iii) the Stockholders’ Representative may disclose to employees, advisors, agents or consultants of the Stockholders’ Representative and to any Company Holder (in each case who have a need to know such information and who are subject to confidentiality obligations with respect thereto) any such nonpublic information disclosed to the Stockholders’ Representative. (e) Parent, the Company, the Surviving Corporation and their respective Subsidiaries and Affiliates shall be entitled to rely exclusively on the authority of the Stockholders’ Representative as the agent, representative and attorney-in-fact of the Company Holders for all purposes under this Agreement, including the reasonable costs communications of the Stockholders’ Representative relating to the foregoing as the communications of the Company Holders, and expenses incurred shall have no Liability for any such reliance or be held liable or accountable in any manner for any act or omission of the Stockholders’ Representative in such capacity. Neither Parent nor the Company are required to make any inquiry or investigation regarding the authority of the Stockholders’ Representative to act on behalf of all Company Holders hereunder. No Company Holder may revoke the authority of the Stockholders’ Representative. Each Company Holder, by voting in favor of or consenting to the Merger or by surrendering or delivering a Certificate or an affidavit in lieu thereof to Beyond6, the Paying Agent, the Parent, or the Surviving Corporation (or its designee payroll service provider), as applicable, along with an executed Letter of Transmittal, hereby ratifies and confirms, and hereby agrees to ratify and confirm, any action taken by the Stockholders’ Representative in defending against the exercise of the power-of-attorney granted to the Stockholders’ Representative pursuant to this Section 3.6, which power-of-attorney, being coupled with an interest, is irrevocable and shall survive the death, incapacity or incompetence of such Company Holder. (f) The Representative Holdback will be used for the purposes of paying directly, or reimbursing the Stockholders’ Representative for, any claim third party expenses pursuant to this Agreement and the Escrow Agreement. The Company Holders will not receive any interest or Liability earnings on the Representative Holdback and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be liable for any loss of principal of the Representative Holdback other than as a result of its gross negligence or willful misconduct. Contemporaneous with or as soon as practicable following the release in full of the Escrow Funds, the Stockholders’ Representative shall disburse the balance of the Representative Holdback then remaining to the Company Holders pro rata in accordance with their respective Pro Rata Percentages as a portion of the Merger Consideration payable to the Company Holders. For U.S. federal and applicable state and local income tax purposes, the Representative Holdback shall be treated as having been received and voluntarily set aside by the Company Holders at the time of Closing. The Parties agree that the Stockholders’ Representative is not acting as a withholding agent or in any similar capacity in connection herewithwith the Representative Holdback.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Stockholder, by signing this Agreement, designates Richxxx X. Xxxxx (xx, in the event that Richxxx X. Xxxxx xx unable or unwilling to serve or resigns, Jack X. Xxxxx) xx be such Stockholder's representative for purposes of this Agreement (the “"Stockholders’ ' Representative”"). The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) UniCapital and Newco shall be entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative is authorized to accept deliveries, as such Principal Stockholder’s agent including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 12 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is granted subject to and coupled with an the interest of such Stockholder and the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal Stockholder or act of any Stockholder, by operation of law. Neither , whether by such Stockholder's death or any other event. (d) Notwithstanding the foregoing, the Stockholders’ ' Representative nor shall inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any agent employed rights, power or authority proposed to be done, given or taken by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the such Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ ' Representative, his successorsand, assignsexcept as provided in Section 19.3, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties shall act as Stockholders’ Representative, including the reasonable costs and expenses incurred directed by the Stockholders’ Representative Stockholders holding a majority interest in defending against any claim or Liability the Escrow Property (as defined in connection herewithSection 4.1(b)).

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the October Working Capital and appoints Xxxxxxxxxxx Xxxxxxx the Adjusted Merger Consideration, (ii) the “Stockholders’ Representative”determination of the [**] of the Business Unit (as defined in Section 1.11(f)) and the Earn-out Consideration (as defined in Section 1.11(d)), and (iii) the defense and/or settlement of any claims (other than Several Claims (as defined in Section 6.2)) for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Stockholders, by the approval and adoption of this Agreement, shall designate a committee consisting of Xxxx Xxxxxxx, Xxxxx Xxxxxxxxxx, and Xxxxxxxxx Xxxxx as their representative (collectively, the "Stockholders' Representative"). The persons constituting the Stockholders' Representative from time to time hereunder (each such Principal Stockholder’s agent person, in such capacity, a "Committee Member") shall make any and attorneyall decisions in such capacity, and take or decline to take any action in such capacity, by (and only by) majority consent of such persons. (b) The Company Stockholders by the approval and adoption of this Agreement authorize the Stockholders' Representative (i) to make all decisions relating to the determination of the October Working Capital adjustment and the Adjusted Merger Consideration, (ii) to make all decisions relating to the determination of the [**] of the Business Unit and the Earn-in-factout Consideration, (iii) to take all actions the Stockholders' Representative may deem necessary or appropriate in connection with full power the defense and/or settlement of any claims (other than Several Claims) for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iv) to give and authority receive all notices required to actbe given under this Agreement or that the Stockholders' Representative may deem necessary or appropriate in connection with the transactions contemplated hereby (in each case other than in respect of Several Claims), (v) to take any and all additional actions as are contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement or that the Stockholders' Representative may deem necessary or appropriate in connection with the transactions contemplated hereby (in each case other than in respect of Several Claims), and (vi) to incur such costs and expenses, including full power without limitation the fees and expenses of substitutionlegal, financial, tax, accounting, and other experts and advisors, as the Stockholders' Representative may deem necessary or appropriate in connection with the exercise of the Stockholders' Representative's responsibilities, authority, and powers hereunder and/or the transactions contemplated hereby, and to recoup such costs and expenses from any amount otherwise payable to the Company Stockholders, including without limitation the Merger Consideration and the Earn-out Consideration. (c) The initial Committee Members shall be Xxxx Xxxxxxx, Xxxxx Xxxxxxxxxx, and Xxxxxxxxx Xxxxx. In the event at any time or from time to time any Committee Member becomes unable to perform his or her responsibilities hereunder or resigns from such position, then the persons referred to below are authorized to and shall select another person to fill such vacancy and such substituted person shall thereupon be a Committee Member for all purposes of this Agreement and the documents delivered pursuant hereto. The Buyer shall be entitled to conclusively rely on any actions taken by any Committee Member at any time prior to the time the Buyer has received written notice of the removal of such Committee Member. (d) The persons that immediately prior to the Closing held a majority of the Company Series C Shares then outstanding shall be authorized and entitled to fill any vacancy in the position as a Committee Member of Xxxx Xxxxxxx or any successor to his position as a Committee Member. The persons that immediately prior to the Closing held a majority of the Company Series A Shares and Series B Shares, collectively, then outstanding shall be authorized and entitled to fill any vacancy in the position as a Committee Member of Xxxxxxxxx Xxxxx or any successor to his position as a Committee Member. The persons that immediately prior to the Closing held a majority of the Company Common Shares then outstanding shall be authorized and entitled to fill any vacancy in the position as a Committee Member of Xxxxx Xxxxxxxxxx or any successor to his position as a Committee Member. (e) All decisions and actions by the Stockholders' Representative made in accordance with the foregoing, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the determination of the October Working Capital adjustment and/or the Adjusted Merger Consideration, the determination of the [**] of the Business Unit and/or the Earn-out Consideration, or the defense or settlement of any claims (other than Several Claims) for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (f) As among the Company Stockholders and the Committee Members, no Committee Member shall be liable for any act done or omitted hereunder in connection with the acceptance, performance, or administration of his duties hereunder except with respect to any fraud or bad faith on the part of such Committee Member, and for this purpose any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of the absence of fraud and bad faith. Each of the Company Stockholders shall severally indemnify each of the Committee Members and hold him harmless against such Company Stockholder's pro rata share (determined in proportion to the portion of the aggregate Merger Consideration and Earn-out Consideration paid to such Company Stockholder hereunder) of any loss, liability, or expense incurred (other than as a direct result of fraud or bad faith on his part) on his part arising out of or in connection with the acceptance, performance, or administration of his duties hereunder. (g) By his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to adoption of this Agreement and approval of the Merger, each Company Stockholder agrees, in addition to the foregoing, that: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Stockholders' Representative as to the determination of the October Working Capital adjustment and/or the Adjusted Merger Consideration, the determination of the [**] of the Business Unit and/or the Earn-out Consideration, or the settlement of any claims for indemnification (other than Several Claims) by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, or any other agreement entered into actions required or permitted to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in connection reliance upon the written instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative in accordance with this Agreement (including shall be conclusive and binding upon all of the Ancillary Agreements) Company Stockholders and no Company Stockholder shall have any cause of action against any Committee Member for any action taken, decision made or instruction given by such Committee Member or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ ' Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with under this Agreement, by except to the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and extent of any fraud or bad faith on the part of such Committee Member; (iii) except as otherwise provided in the provisions of this Section 11.11.10 are independent and severable, the Stockholders’ Representative is hereby authorized to execute for are irrevocable and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by enforceable notwithstanding any Principal rights or remedies that any Company Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or may have in connection with his duties as Stockholders’ Representativethe transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.10 are inadequate; therefore, including the reasonable costs Buyer and expenses incurred by the Stockholders’ Representative Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.10; and (v) the provisions of this Section 1.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Company Stockholder, and any references in defending against any claim this Agreement to a Company Stockholder or Liability in connection herewiththe Company Stockholders shall mean and include the successors to the Company Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Stockholders’ Representative. Each Principal Stockholder (a) The Stockholders hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx designate Sxxxxx Xxxxxx as their representative (the “Stockholders’ Representative”) and authorize such Stockholders’ Representative (i) to take all action necessary in connection with the Closing (including the satisfaction or waiver of any closing condition), (ii) to assert, defend and/or settle any claim for indemnification pursuant to Article VII or Article VIII, (iii) to give and receive all notices required to be given under this Agreement, (iv) to serve as such Principal Stockholder’s agent and attorney-in-fact, with full power fact and authority to act, including full power of substitution, in his, her or its name agent for and on his, her behalf of each Stockholder and (v) to take any and all additional action as is contemplated to be taken by or its on behalf with respect to all matters arising from or in any way relating to of the Stockholders by the terms of this Agreement and any other agreement entered into in connection with this Agreement (including the all Ancillary Agreements. (b) or In the Transactionevent that the Stockholders’ Representative dies, including to do all things and becomes unable to perform his responsibilities hereunder or resigns from such position, Stockholders holding, prior to the Closing, a majority of the Shares as set forth on Schedule 1.1 shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders’ Representative for all acts required or deemed advisablepurposes of this Agreement. (c) All decisions and actions by the Stockholders’ Representative, in its sole discretionincluding, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without without limitation, those set forth above in Section 1.4(a) shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (d) By their execution of this Agreement, the Stockholders agree that: (i) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders’ Representative as to all decisions and actions by the Stockholders’ Representative, including, without limitation, those set forth above in Section 1.4(a) or any communication other actions required to be taken by the Stockholders’ Representative hereunder, and no Party shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or other delivery validly delivered to decisions of the Stockholders’ Representative; (ii) all actions, decisions and instructions of the Stockholders’ Representative shall be deemed to conclusive and binding upon all of the Stockholders and no Stockholder shall have been validly delivered to each Principal Stockholderany cause of action against the Stockholders’ Representative for any action taken, (ii) decision made or instruction given by the Stockholders’ Representative under this Agreement or any consent given Ancillary Agreement, except for fraud or waiver of any provision willful breach of this Agreement or any other agreement entered into in connection with this Agreement, Ancillary Agreement by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and Representative; (iii) except as otherwise provided in the provisions of this Section 11.11.4 are independent and severable, the Stockholders’ Representative is hereby authorized to execute for are irrevocable and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable enforceable notwithstanding any rights or remedies that either Stockholder may have in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.4 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.4; and (v) the provisions of this Section 1.4 shall not be terminated by binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any Principal references in this Agreement to a Stockholder or by operation of law. Neither the Stockholders shall mean and include the successors to the Stockholders’ Representative nor any agent employed by it shall incur any Liability rights hereunder, whether pursuant to any Principal Stockholder by virtue testamentary disposition, the laws of the failure descent and distribution or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithotherwise.

Stockholders’ Representative. Each Principal Stockholder (a) In order to efficiently administer (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (ii) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify Purchasers pursuant to Section 10 hereof the Stockholders hereby designate Xxxxx Xxxx as their representative (the “"Stockholders’ ' Representative”"), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority . (b) The Stockholders hereby authorize the Stockholders' Representative (i) to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to take all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) waiver of any communication or other delivery validly delivered condition to the Stockholders’ Representative shall obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be deemed required to have been validly delivered indemnify Purchasers pursuant to each Principal Stockholder, Section 10 hereof; (ii) any consent to give and receive all notices required to be given or waiver of any provision of and received to and from the Stockholders under this Agreement or and under any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal StockholderRelated Instruments (as defined below), and (iii) except to take any and all additional actions (including signing on their behalf) as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized contemplated to execute for and be taken by or on behalf of each Principal Stockholder any amendment to the Stockholders by the terms of this Agreement and any agreement or document related thereto (a "Related Instrument"). (c) In the event that the Stockholders' Representative dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, Stockholders holding, prior to the Closing, a majority of the Shares as set forth on Schedule 1 attached hereto shall select another representative ---------- to fill such vacancy and such substituted representative shall be deemed to be the Stockholders' Representative for all purposes of this Agreement and any Related Instrument. (d) All decisions and actions by the Stockholders' Representative, including, without limitation, any agreement between the Stockholders' Representative and Purchasers relating to the defense or settlement of any claims for-which the Stockholders may be required to indemnify the Purchasers pursuant to Section 10 hereof shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, the Stockholders agree that: (i) the Purchasers shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to the determination of the settlement of any claims for indemnification by the Purchasers pursuant to Section 10 hereof or any other agreement entered into actions required to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against Purchasers for any action taken by Purchasers in connection with reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement. This appointment , except for fraud or willful breach of agency this Agreement by the Stockholders' Representative; (iii) the provisions of this Section 1.4 are independent and this power of attorney is severable, are irrevocable and coupled with an interest and shall be irrevocable and shall not be terminated by enforceable notwithstanding any Principal rights or remedies that any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or may have in connection with his duties as the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.4 are inadequate; therefore, Purchasers and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either of the Purchasers or the Company brings an action to enforce the provisions of this Section 1.4; and (v) the provisions of this Section 1.4 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholders’ Representative' rights hereunder, including whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) All reasonable costs fees and expenses incurred by the Stockholders’ ' Representative shall be paid from the funds in defending against any claim or Liability Escrow, and if such funds are insufficient, then by the Stockholders in connection herewith.proportion to their ownership of Shares as set forth on Schedule 1 attached hereto. ----------

Stockholders’ Representative. Each Principal Stockholder (a) By the execution and delivery of this Agreement and by their act of surrendering certificates representing their Shares pursuant to this Agreement, each of the Stockholders hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (appoints, for the “Stockholders’ Representative”)period beginning on the date hereof and ending on the later of the third anniversary of this Agreement or date on which all indemnity claims under Article V hereof are finally settled, as such Principal Stockholder’s Xx. Xxxxx, his or her true and lawful agent and attorney-in-factfact (the "Representative"), with full power and authority to act, including full power of substitution, subject to the terms of the Representative Agreement dated of even date herewith among the Stockholders and the Representative and attached hereto as EXHIBIT 1.06(A), to act in hishis name, her or its name place and on his, her or its behalf xxxxx with respect to all matters arising from or transactions contemplated by and all terms and provisions of this Agreement, and to act on his behalf in any way relating to dispute, litigation or arbitration involving this Agreement Agreement, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do or refrain from doing all things such further acts and to perform things, and execute all acts required such documents as the Representative shall deem necessary or deemed advisable, in its sole discretion, appropriate in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without transactions contemplated by this Agreement, including, without limitation, the power: (i) to waive any communication condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement, PROVIDED, HOWEVER, that if the waiver of any condition could have a Material Adverse Effect (as defined in Section 3.01) on the Stockholders, such waiver must be approved by a majority in interest of the Stockholders; (ii) to act for the Stockholders with regard to matters pertaining to indemnification referred to in this Agreement and adjustments pursuant to Section 1.03, including the power to compromise any claim on behalf of the Stockholders; (iii) to do or other delivery validly delivered refrain from doing any further act or deed on behalf of the Stockholders which the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement, as fully and completely as each Stockholder could do if personally present; and (iv) to deliver all ancillary agreements, certificates and documents and to receive all notices and service of process on behalf of the Stockholders in connection with any claims or matters under this Agreement (and the Representative agrees to deliver copies of all such notices and service of process to the Stockholders’ ). (b) If Xx. Xxxxx dies or otherwise becomes incapacitated and unable to serve as Representative, or is unwilling to serve as Representative, then a new Representative shall be selected by the affirmative vote of a majority in interest of the Stockholders to serve as the new Representative. The appointment of the Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and Natrol and Prolab and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Representative on behalf of the Stockholders in all matters referred to herein. All notices delivered by Natrol or Prolab to the Representative (whether pursuant hereto or otherwise) for the benefit of the Stockholders shall constitute notice by Natrol or Prolab to the Stockholders. The Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Representative believes to be in the best interest of the Stockholders and consistent with his obligations under this Agreement, but the Representative shall not be terminated responsible to the Stockholders for any loss or damages the Stockholders may suffer by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue reason of the failure performance by the Representative of his duties under this Agreement, other than loss or refusal damage arising from willful violation of the Stockholders’ law or gross negligence in the performance of his duties under this Agreement. The Stockholders agree to indemnify and hold harmless the Representative for from and against any reason to consummate the Transaction and all expenses (including attorneys' fees), judgments fines or other damages incurred by him in connection with, arising from or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative hereunder, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Stockholders and, with respect to any criminal action or proceeding, had no reasonable belief his conduct was unlawful. Natrol and Prolab agree that the Stockholders may so indemnify the Representative. (c) All actions, including decisions and instructions of the reasonable costs Representative taken, made or given pursuant to the authority granted to the Representative pursuant to paragraph (a) above shall be conclusive and expenses incurred binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Natrol and Prolab hereby acknowledge that the Representative may with respect to any particular action, decision or instruction solicit the consent of the Stockholders before acting. (d) The provisions of this Section 1.06 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by the Stockholders’ Stockholders to the Representative and shall be binding upon the executors, heirs, legal representatives, successors and assigns of each such Stockholder. (e) Natrol and Prolab shall be entitled to rely conclusively on the instructions and decisions of the Representative as to any actions required or permitted to be taken by the Stockholders or the Representative hereunder, and no party hereunder shall have any cause of action against Natrol and Prolab for any action taken by Natrol or Prolab in defending against any claim reliance upon the instructions or Liability in connection herewithdecisions of the Representative.

Stockholders’ Representative. Each Principal Stockholder (a) In order to efficiently administer (i) the determination and payment of the Closing Payment and Purchase Price, as provided in Subsections 1.04 through 1.06 and (ii) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify the Buyers or the Company pursuant to Section 6 hereof, the Stockholders hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx designate Xx Xxxxxxxxxx as their representative (the “"Stockholders’ ' Representative”"). (b) The Stockholders hereby constitute the Stockholders' Representative as their true and lawful attorney in fact for purposes of, and with full authority on the behalf of each of them: (i) to make all decisions relating to the determination and payment of the Closing Payment and Purchase Price, as such Principal Stockholder’s agent and attorney-in-factprovided in Subsections 1.04 through 1.06, with full power and authority (ii) to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to take all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitationdefense and/or settlement of any claims for which the Stockholders may be required to indemnify the Buyers or the Company pursuant to Section 6 hereof, (iiii) to give and receive all notices required to be given to or by the Stockholders under this Agreement or the Escrow Agreement, and (iv) to take any communication or other delivery validly delivered and all additional action as is contemplated to be taken by the Stockholders’ ' Representative or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. (c) In the event that the Stockholders' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, Xxxx X'Xxxxx (or, if such individual is unwilling or unable to serve in such capacity, another individual designated by Prudential Private Equity Investors III, L.P. ("Prudential") shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision be the Stockholders' Representative for all purposes of this Agreement or any other agreement entered into in connection with this Agreement, . (d) All decisions and actions by the Stockholders’ ' Representative within the scope of the authorization granted in this Subsection 1.07, including, without limitation, any agreement between the Stockholders' Representative and the Buyers relating to the determination of the Purchase Price and Closing Payment or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify the Buyers and/or the Company pursuant to Section 6 hereof, shall be binding upon each and every Principal Stockholderall of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (iiie) except as otherwise provided in Section 11.1By their execution of this Agreement, the Stockholders agree that: (1) the Buyers shall be able to rely conclusively on the instructions and decisions of the Stockholders’ ' Representative is hereby authorized as to execute the determination of the Purchase Price and Closing Payment in accordance with Subsections 1.04 through 1.06 and the settlement of any claims for and on behalf of each Principal Stockholder any amendment indemnification by the Buyers or the Company pursuant to this Agreement Section 6 hereof or any other agreement entered into actions required to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against the Buyers for any action taken by the Buyers in connection with reliance upon the instructions or decisions of the Stockholders' Representative; (2) the provisions of this Agreement. This appointment of agency Subsection 1.07 are independent and this power of attorney is severable, are irrevocable and coupled with an interest and shall be irrevocable and shall not be terminated by enforceable notwithstanding any Principal rights or remedies that any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or may have in connection with his duties as the transactions contemplated by this Agreement; (3) remedies available at law for any breach of the provisions of this Subsection 1.07 are inadequate; therefore, the Buyers and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either of the Buyers or the Company brings an action to enforce the provisions of this Subsection 1.07; and (4) the provisions of this Subsection 1.07 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholders’ Representative' rights hereunder, including whether pursuant to testamentary disposition, the reasonable costs laws of descent and distribution or otherwise. (f) All fees and expenses incurred by the Stockholders’ ' Representative, including, without limitation, all fees, costs and expenses or indemnification obligations incurred by the Stockholders' Representative under the Escrow Agreement, shall be paid by the Stockholders in defending against any claim or Liability in connection herewith.proportion to each Stockholder's Pro Rata Share of the Purchase Price as set forth on Schedule I attached hereto. ----------

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx DLJMB will serve as the Stockholders’ Representative (in such capacity, the “Stockholders’ Representative”), as ) and will take such Principal Stockholder’s agent and attorney-in-fact, with full power and authority actions to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, taken by the Stockholders’ Representative shall be binding upon each under this Agreement and every Principal Stockholderthe Escrow Agreement and such other actions on behalf of the Stockholders as DLJMB may deem necessary or appropriate to consummate the transactions contemplated hereby, including (i) taking all actions and making all filings on behalf of the Stockholders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by any Transaction Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, and complying with orders of courts with respect to any claims under any Transaction Agreement, (iii) except as otherwise provided in subject to Section 11.111.03, the Stockholders’ Representative is hereby authorized to execute for negotiating and on behalf executing any waivers or amendments of each Principal Stockholder any amendment to this Agreement and (iv) taking all other actions that are either (A) necessary or any other agreement entered into appropriate in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal judgment of the Stockholders’ Representative for the accomplishment of the foregoing or (B) contemplated by the terms of any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect theretoAgreement. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) shall not be liable to any Holder for any 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 hold rely on any and all actions taken by the Stockholders’ Representative Parties harmless against as provided for under this Agreement without any liability to, or obligation to inquire of, any Holder. Buyer and all losses, Liabilities MergerCo shall have no liability for any acts or expenses incurred without bad faith on the part omissions of the Stockholders’ Representative and arising out of or in connection otherwise with his duties as respect to any claim brought by any Holder against any other Holder or the Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Pursuant to the Stockholders Approval dated on or about the date hereof, the Letters of Transmittal and appoints Xxxxxxxxxxx Xxxxxxx (the “Warrant Termination Agreements, as applicable, the Stockholders and the Warrantholders have constituted, appointed and empowered effective from and after the date of such consent, Olympus Growth Fund IV, L.P. as the Stockholders’ Representative”), as such Principal Stockholder’s for the benefit of the Stockholders and the Warrantholders and the exclusive agent and attorney-in-factfact to act on behalf of each Stockholder and Warrantholder, in connection with full and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority authority: (i) to actnegotiate, including full power of substitutionexecute and deliver such waivers, in his, her or its name consents and on his, her or its behalf with respect to all matters arising from or in any way relating to amendments under this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or consummation of the Transaction, including to do all things and to perform all acts required or deemed advisabletransactions 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 Stockholders and the Warrantholders 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, as and to the extent applicable to them, 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 Stockholders and the Warrantholders, 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 Stockholders or Warrantholders, and receive process on behalf of any or all Stockholders and Warrantholders 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 Stockholders or the Warrantholders 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 Transaction transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Stockholders and the Warrantholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and direct the disbursement of (if applicable under this Agreement) the Purchase Price Adjustment Holdback Amount, the Expense Holdback Amount, and the Indemnity Holdback Amount in accordance with the terms of this Agreement. (b) The Stockholders’ Representative shall be entitled to receive reimbursement from, and be indemnified by, the Stockholders and the Warrantholders for certain expenses, charges and liabilities as fully as such Principal Stockholder could if then personally present provided below. In connection with this Agreement, and acting alone. Without limitationin exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder, (i) the Stockholders’ Representative shall incur no responsibility whatsoever to any communication Stockholders or other delivery validly delivered Warrantholders by reason of any act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Stockholders’ Representative shall be deemed entitled to have been validly delivered rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of the Stockholders’ Representative pursuant to each Principal such advice shall in no event subject the Stockholders’ Representative to liability to any Stockholders or Warrantholders. Each Stockholder and Warrantholder shall indemnify, severally and not jointly, based on such Stockholder’s and Warrantholder’s pro rata share of Merger Consideration received by such Stockholder and Warrantholder, (ii) any consent given or waiver as applicable, the Stockholders’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any provision judgment against them, of any nature whatsoever, arising out of or relating to any acts or omissions (including any breach) of the Stockholders’ Representative hereunder. The foregoing indemnification shall not apply in the event of any Action which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct. The Stockholders’ Representative shall have the right to recover, at its sole discretion, from the Expense Holdback Amount, prior to any distribution to the Stockholders or the Warrantholders any amounts to which it is entitled pursuant to the expense reimbursement and indemnification provisions of this Section 8.15(b). (c) All of the indemnities, immunities and powers granted to the Stockholders’ Representative under this Agreement or shall survive the Effective Time and/or any other agreement entered into in connection with termination of this Agreement, . (d) Parent and the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Stockholders’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each the Stockholders and every Principal Stockholder, and the Warrantholders. (iiie) except as otherwise The grant of authority provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney herein (i) is coupled with an interest and shall be irrevocable and shall not be terminated by survive the death, incompetency, bankruptcy or liquidation of any Principal Stockholder or Warrantholder and (ii) shall survive the consummation of the Merger, and any action taken by operation of law. Neither the Stockholders’ Representative nor pursuant to the authority granted in this Agreement shall be effective and binding on each Stockholder and Warrantholder notwithstanding any agent employed by it shall incur any Liability to any Principal contrary action of or direction from such Stockholder by virtue of the failure or refusal Warrantholder, except for actions or omissions of the Stockholders’ Representative for any reason to consummate constituting willful misconduct. (f) Each of the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal StockholdersCompany, jointly Merger Sub and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys Parent acknowledges and affiliates (the “Stockholders’ Representative Parties”) and to hold agrees that the Stockholders’ Representative Parties harmless against is a Party to this Agreement in such capacity solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Merger Sub and Parent acknowledges and agrees that the Stockholders’ Representative shall have no liability to, and shall not be liable for any and all losseslosses of, Liabilities any of the Company, Merger Sub or expenses incurred without bad faith on the part Parent in connection with any obligations of the Stockholders’ Representative and arising out under this Agreement or otherwise in respect of this Agreement or in connection with his duties as Stockholders’ Representativethe transactions contemplated hereby, including except to the reasonable costs and expenses incurred extent such losses shall be proven to be the direct result of willful misconduct by the Stockholders’ Representative in defending against any claim or Liability in connection herewithwith the performance of its obligations hereunder.

Stockholders’ Representative. Each Principal Stockholder (a) The Indemnitors hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoint Xxxxxx Xxxxxxxx as their agent for purposes of Section 9 (the “Stockholders’ Representative”), and Xxxxxx Xxxxxxxx hereby accepts his appointment as such Principal Stockholder’s agent the Stockholders’ Representative. After the Closing, Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 9, and attorney-in-factshall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported by the Stockholders’ Representative to be executed on behalf of any Indemnitor by the Stockholders’ Representative, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including action taken or purported by the Ancillary Agreements) or Stockholders’ Representative to be taken on behalf of any Indemnitor by the TransactionStockholders’ Representative, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully binding upon such Indemnitor. If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten (10) days after such Principal Stockholder could if then personally present death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of Section 9 and acting alonethis Section 10.1. Without limitationIf for any reason there is no Stockholders’ Representative at any time, (i) any communication or other delivery validly delivered all references herein to the Stockholders’ Representative shall be deemed to have been validly delivered refer to each Principal Stockholder, the Indemnitors. (iib) any consent given or waiver By virtue of any provision the approval of this Agreement or any other agreement entered into in connection with the adoption of this Agreement, by the Indemnitors grant to the Stockholders’ Representative shall be binding upon each full authority to execute, deliver, acknowledge, certify and every Principal Stockholder, file on behalf of the Indemnitors (in the name of any or all of the Indemnitors or otherwise) any and (iii) except as otherwise provided in Section 11.1, all documents and take any actions that the Stockholders’ Representative is hereby authorized may, in his sole discretion, determine to execute for be necessary, desirable or appropriate, and, in the case of any document, in such forms and on behalf of each Principal Stockholder any amendment containing such provisions as the Stockholders’ Representative may, in his sole discretion, determine to this Agreement be appropriate, in performing his duties as contemplated by Sections 1.11, 9 or any other agreement entered into in connection with this Agreement. This appointment of agency 10.1(a). (c) The Indemnitors recognize and this intend that the power of attorney granted in Section 10.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Stockholders’ Representative; and (iii) shall be irrevocable and shall not be terminated by any Principal Stockholder survive the death or by operation incapacity of law. Neither each of the Indemnitors. (d) If the Stockholders’ Representative nor any agent employed shall die, become disabled or otherwise be unable or unwilling to fulfill his responsibilities hereunder, the Indemnitors shall, by it shall incur any Liability to any Principal Stockholder by virtue consent of the failure Company Stockholders that held at least a majority of the shares of Company Capital Stock (on an as-converted basis) immediately prior to the Effective Time, within ten (10) days after such death or refusal disability, a notice of resignation or withdrawal, appoint a successor to the Stockholders’ Representative for any reason to consummate and immediately thereafter notify Parent of the Transaction or relating to the performance identity of its other duties hereunder or any of its omissions or actions with respect theretosuch successor. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Any such successor shall succeed the Stockholders’ Representative Parties harmless against as Stockholders’ Representative hereunder. (e) In performing the functions specified in this Agreement, the Stockholders’ Representative shall not be liable to any and all losses, Liabilities Indemnitors in the absence of gross negligence or expenses incurred without bad faith willful misconduct on the part of the Stockholders’ Representative (and arising out any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of the absence of gross negligence or in connection with his duties as willful misconduct). By virtue of the approval of the adoption of this Agreement, each Indemnitor agrees to indemnify and hold harmless the Stockholders’ RepresentativeRepresentative against any and all liabilities, including the reasonable losses, damages, claims, costs and or expenses incurred by the Stockholders’ Representative in defending against carrying out his duties under this Agreement and under the Escrow Agreement, including any claim and all out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders’ Representative. If not paid directly to the Stockholders’ Representative by the Indemnitors, such liabilities, losses, damages, claims, costs and expenses may be recovered by the Stockholders’ Representative from the Escrow Amount otherwise distributable to the Indemnitors following the Escrow Termination Date pursuant to the terms of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Indemnitors according to their respective pro rata interests in the Escrow Fund. Parent shall have no responsibility for the payment of such costs or Liability in connection herewithexpenses and shall not be responsible for collecting any amounts payable to the Stockholders’ Representative.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) In order to efficiently administer or effect the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby, and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating amendment to this Agreement Agreement, the Company Stockholders hereby designate Xxxxxxx Xxxxxx as their representative and any other agreement entered into in connection with agent under this Agreement (including the Ancillary Agreements"Stockholders Representative"). (b) or The Company Stockholders, solely in their capacity as stockholders of the TransactionCompany, including hereby authorize the Stockholders Representative (i) to do take all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby, (ii) to give and receive all notices required to be given under the Agreement, (iii) settle any and all disputes between the Company Stockholders and the Buyer or the Surviving Corporation which may arise from time to time as fully a result of the transactions contemplated hereby, (iv) to execute any and all government and other forms relating to Taxes (as such Principal Stockholder could if then personally present defined in Section 2.8(a)(i)) and acting alone. Without (v) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement, including, without limitation, Article VI hereof. Each of the Company Stockholders agrees to individually perform any of the above obligations if requested by the Buyer. (ic) In the event that the Stockholders Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, Company Stockholders (or their successors in the case of any communication or other delivery validly delivered Company Stockholder that dies) holding, prior to the Stockholders’ Representative Closing, a majority of the Common Shares as set forth on Schedule I attached hereto shall select another representative to fill such vacancy and such substituted representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision be the Stockholders Representative for all purposes of this Agreement or any other agreement entered into in connection with this Agreement, . (d) All decisions and actions by the Stockholders’ Stockholders Representative hereunder shall be binding upon each and every Principal Stockholderall of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By their adoption of this Agreement and the approval of the Merger, the Company Stockholders agree that: (i) the Surviving Corporation shall be able to rely conclusively on the instructions and decisions of the Stockholders Representative as to any actions required to be taken by the Stockholders Representative hereunder, and no Party shall have any cause of action against the Surviving Corporation for any action taken by the Surviving Corporation in reliance upon the instructions or decisions of the Stockholders Representative; (ii) all actions, decisions and instructions of the Stockholders Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders Representative for any action taken or omitted, decision made or instruction given by the Stockholders Representative arising out of or in connection with the acceptance or administration of his duties hereunder, except for fraud or willful breach of this Agreement by the Stockholders Representative; (iii) except as otherwise provided in the provisions of this Section 11.11.5 are independent and severable, the Stockholders’ Representative is hereby authorized to execute for are irrevocable and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.5 are inadequate; therefore, the Surviving Corporation and the Company shall not be terminated by entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Surviving Corporation or the Company brings an action to enforce the provisions of this Section 1.5; and (v) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives and successors of each Company Stockholder, and any Principal references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) All fees and expenses incurred by operation of law. Neither the Stockholders’ Stockholder Representative nor any agent employed by it after the Closing shall incur any Liability to any Principal Stockholder by virtue be the responsibility of the failure or refusal Company Stockholders on a pro rata basis and the Stockholders Representative shall have the right to reimbursement of the Stockholders’ Representative for such fees and expenses from any reason amounts to consummate the Transaction or relating be distributed to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. Company Stockholders. (g) The Principal Stockholders, jointly Company Stockholders shall severally indemnify on a pro rata basis the Stockholders Representative and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties him harmless against any and all lossesloss, Liabilities liability or expenses expense incurred without bad faith fraud or willful breach of this Agreement on the part of the Stockholders’ Stockholders Representative and arising out of or in connection with the acceptance or administration of his duties as Stockholders’ Representative, including hereunder. Any amounts payable to the reasonable costs and expenses incurred by Stockholders Representative hereunder shall be the Stockholders’ Representative in defending against any claim or Liability in connection herewithresponsibility of the Company Stockholders on a pro rata basis.

Stockholders’ Representative. Each Principal (a) Pursuant to the terms of this Section 12.15, each Stockholder hereby irrevocably constitutes appoints Willxxx X. Xxxxxxx xx act as such Stockholder's agent and appoints Xxxxxxxxxxx Xxxxxxx representative (the “"Stockholders’ ' Representative”)") for purposes of receiving on his or her behalf all notices under this Agreement, issuing on his or her behalf such notices under this Agreement as the Stockholders' Representative shall determine in his sole discretion to issue, and performing such Principal Stockholder’s agent other administrative and attorney-in-fact, with other functions under this Agreement as may become necessary or desirable. (b) The Stockholders' Representative shall have full power and authority to act, including full power of substitution, in his, her or its name act for and on his, her or its behalf with respect of the Stockholders in regard to all matters arising from or in any way relating to their rights under this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting aloneAgreement. Without limitationlimiting the foregoing, the Stockholders' Representative is authorized to (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholderresolve all claims for indemnification under this Agreement, (ii) any consent given retain counsel of his choosing, experts and other professionals as may be necessary or waiver desirable to assist in the resolution of any provision of this Agreement or any other agreement entered into in connection with claim for indemnification under this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, execute and deliver the Stockholders’ Representative is hereby authorized to execute for Stockholders and Company Closing Certificate on behalf of each Principal Stockholder the Stockholders. The Stockholders' Representative shall have no right to act as agent for service of process for any amendment one of the Stockholders, except that any notice delivered to the Stockholders' Representative with respect to any claim arising pursuant to Section 11.2 of this Agreement shall be deemed notice to all the Stockholders with respect thereto. (c) The Stockholders' Representative shall be entitled to reasonable compensation from the Stockholders for his services and reimbursement of all expenses, including the cost of error and omissions insurance incurred in his capacity as the Stockholders' Representative. (d) At any time after the date hereof, Buyer shall be fully entitled in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document that Buyer in good faith believes to have been signed or presented by the Stockholders' Representative and Buyer will have no liability to any other agreement entered into Stockholder if it acts in accordance with the foregoing. (e) The Stockholders' Representative shall be entitled to reimbursement by the Stockholders of all reasonable expenses (including the cost of errors and omissions insurance) incurred in his capacity as Stockholders' Representative. The Stockholders shall indemnify and hold harmless the Stockholders' Representative from any and all costs, expenses, or damages (paid or incurred) in connection with the performance of his obligations pursuant to this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder , other than those arising from the gross negligence or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal willful misconduct of the Stockholders’ ' Representative. The Stockholders shall be jointly and severally liable to the Stockholders' Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and liability arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewiththis Section 12.15.

Stockholders’ Representative. (a) Each Principal Stockholder hereby Stockholder, by execution of this Agreement, irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Thermo Development, Inc. (which, by execution of this Agreement, hereby accepts such appointment) to act as the “Stockholders’ Representative”), Representative and as such Principal Stockholder’s the sole agent and attorney-in-factfact for and on behalf of the Stockholders (in their capacity as such), with full power and authority to act, including full power of substitution, in his, her or its name and to take all actions on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including of the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into Stockholders in connection with this Agreement, including (i) to execute and deliver on behalf of the Stockholders any amendment, consent or waiver under this Agreement and the other Transaction Documents, (ii) to assert, and to agree to resolution of, all claims and disputes hereunder or thereunder, including under Article 8 hereof, (iii) to retain legal counsel and other professional services, at the expense of the Stockholders, in connection with the performance by the Stockholders’ Representative shall of this Agreement and the other Transaction Documents, (iv) to execute and deliver on the Stockholders’ behalf all documents and instruments which may be binding upon executed and delivered pursuant to this Agreement and the other Transaction Documents, (v) to make and receive notices and other communications pursuant to this Agreement and the other Transaction Documents and service of process in any Action arising out of or related to this Agreement and the other Transaction Documents, (vi) to negotiate, settle or compromise any Action arising out of or related to this Agreement or the other Transaction Documents or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim for indemnification pursuant to Article 8, and (vii) to do each and every Principal Stockholder, act and exercise all rights that are either (iiix) except as otherwise provided necessary or appropriate in Section 11.1, the judgment of the Stockholders’ Representative is hereby authorized to execute for and on behalf the accomplishment of each Principal Stockholder any amendment to the foregoing or (y) mandated or permitted by the terms of this Agreement or any the other agreement entered into in connection Transaction Documents. Stockholders’ Representative shall use reasonable efforts to keep the Stockholders reasonably informed with respect to actions of the Stockholders’ Representative pursuant to the authority granted to the Stockholders’ Representative under this Agreement. This appointment of agency and this Agreement which actions have a material impact on the amounts payable to the Stockholders. (b) The power of attorney granted in this Section 8.09 is coupled with an interest and shall is irrevocable, may be irrevocable and shall not be terminated delegated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed and shall survive the death, dissolution or incapacity of each Stockholder. Such appointment and powers may be changed by it shall incur any Liability to any Principal Stockholder by virtue the Stockholders having a majority in interest of the failure Percentage Interest of all Stockholders as of such time (including in the event of the resignation, death, disability or refusal other incapacity of an Stockholders’ Representative that is an individual), and, following the provision of notice to Parent, the newly appointed representative shall be the Stockholders’ Representative for all purposes hereunder, and any such successor shall succeed the Stockholders’ Representative as the Stockholders’ Representative hereunder. Neither the removal of, nor the appointment of a successor to, the Stockholders’ Representative shall affect in any manner the validity or enforceability of any actions taken or agreements, understandings or commitments entered into by the prior Stockholders’ Representative, which shall continue to be effective and binding on the Stockholders. For the avoidance of doubt, any compromise or settlement of any matter by the Stockholders’ Representative hereunder shall be binding on, and fully enforceable against, all Stockholders. No bond shall be required of the Stockholders’ Representative. (c) A decision, act, consent or instruction of the Stockholders’ Representative hereunder shall constitute a decision, act, consent or instruction of all of the Stockholders and shall be final, binding and conclusive upon each of the Stockholders, and Parent, Merger Sub and, after the Effective Time, the Surviving Company, may rely upon any such decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each and every such Stockholder. The Parent Indemnified Parties are hereby relieved from any Liability to any Person for any reason acts done by them in accordance with any such decision, act, consent or instruction of the Stockholders’ Representative and the Stockholders agree to consummate hold the Parent Indemnified Parties harmless and indemnify them for any Liability resulting from any such decision, act, consent or instruction of the Stockholder’s Representative. Each Stockholder hereby agrees that for any Action arising under this Agreement or any Transaction or relating Document such Stockholder may be served legal process by registered mail to the performance of its other duties hereunder address set forth in Section 10.01 for the Stockholders’ Representative (or any alternative address designated to the parties in writing by the Stockholders’ Representative), and that service in such manner shall be adequate and such Stockholder shall not assert any defense of claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. Each Stockholder shall promptly provide written notice to the Stockholders’ Representative of any change of address of such Stockholder. (d) Without limiting the generality of the foregoing and for the avoidance of doubt, for purposes of Article 8, if any Stockholder Indemnified Party is seeking indemnification as the Indemnified Party hereunder, or indemnification is sought against any Stockholder as an Indemnifying Party hereunder, then, in either such case, the Stockholders’ Representative shall act on behalf of, and receive notice on behalf of, such Stockholder. (e) The Stockholders’ Representative, solely in its omissions or actions with respect thereto. The Principal capacity as the representative of the Stockholders, jointly represents and severallywarrants to Parent and Merger Sub, agree as of the date hereof and as of the Closing Date, as follows: (i) the Stockholders’ Representative is a corporation duly organized, validly existing and in good standing under the laws of Colorado, and has all requisite corporate power and authority and all permits required to indemnify carry on its business in all material respects as currently conducted; (ii) the execution and delivery of this Agreement by the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold performance by the Stockholders’ Representative Parties harmless against any and of its obligations hereunder, have been duly authorized by all losses, Liabilities or expenses incurred without bad faith necessary corporate action on the part of the Stockholders’ Representative Representative; (iii) this Agreement has been duly executed and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred delivered by the Stockholders’ Representative and this Agreement constitutes a legally valid and binding obligation of the Stockholders’ Representative, enforceable against the Stockholders’ Representative in defending against accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity); and (iv) the execution and delivery of the Transaction Documents to which it is (or will be) a party by the Stockholders’ Representative, and the performance by the Stockholders’ Representative of its obligations thereunder do not and will not (A) conflict with or result in a violation of the organizational documents of the Stockholders’ Representative, (B) violate any claim Applicable Law or Liability (C) require any consent or approval that has not been given or other action that has not been taken by any Person under any Contract binding upon the Stockholders’ Representative. (f) Notwithstanding anything to the contrary in connection herewiththis Agreement, the representations and warranties of the Stockholders’ Representative shall survive the Closing indefinitely or until the latest date permitted by Applicable Law. (g) Each Stockholder, by its acceptance of its share of the Merger Consideration payable at Closing hereunder, accepts and agrees to be bound by the provisions set forth in this Section 8.09.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Stockholder, by signing this Agreement, designates Donaxx X. Xxxxxxx (xx, in the “event that Donaxx X. Xxxxxxx xx unable or unwilling to serve, Virgxxxx Xxxxx) xx be such Stockholders’ ' representative for purposes of this Agreement (the "Stockholders' Representative”"). The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) UniCapital and Newco shall be entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative is authorized to accept deliveries, as such Principal Stockholder’s agent including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-factfact of each Stockholder, with full power in his or her name, place and authority steax xxx on his or her behalf to act, including full power act according to the terms of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement in the absolute discretion of the Stockholders' Representative, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 12 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is granted subject to and coupled with an the interest of such Stockholder and the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal act of any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal (a) By the execution and delivery of this Agreement, each Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Mr. Douglas Clark as stockholders' xxxxxxxxxxxive ("Stockholders' Representative") with the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and exclusive authority to actact in accordance with Section 9.15(b). In the event of the death, including resignation or inability to act of Mr. Clark, Ms. Diane Montoyx xxxx xx sucxxxxxx Xxxxxxxxxers' Representative with all powers of his predecessor. (b) The Stockholders' Representative will have full power power: (i) to act on each Stockholder's behalf in accordance with the terms of substitutionthis Agreement, in his, her or its name to give and receive notices on his, her or its behalf with respect of all Stockholders and to all matters arising from or in any way relating to this Agreement and any other agreement entered into act on their behalf in connection with any matter as to which one or more Stockholders is an "Indemnified Party" or "Indemnifying Party" under this Agreement Agreement, all in the absolute discretion of Stockholders' Representative; (including the Ancillary Agreementsii) or the Transactionin general, including to do all things and to perform all acts required acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, Agreement to substantiate the representations or warranties or to perform the covenants made by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and Stockholders herein; and (iii) except as otherwise provided to amend this Agreement on behalf of the Stockholders solely with respect to administrative or technical revisions which will not substantially impact the economic terms of this Agreement. Notwithstanding anything in this Section 11.19.15 to the contrary, the Stockholders’ ' Representative is hereby will not be authorized to execute for and alter, change or modify the Purchase Price on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreementthe Stockholders. This appointment of agency and this power of attorney attorney, and all authority hereby conferred, is coupled with an interest granted in consideration of the mutual covenants and shall be agreements made herein, and is irrevocable and shall will not be terminated by any Principal act of any Stockholder or by operation of lawLaw, whether by the death or incapacity of any Stockholder or by the occurrence of any other event. Neither The Stockholders' Representative will not be liable for any action taken in the capacity of Stockholders' Representative in accordance with the terms of this Agreement, including the compromise, settlement, payment or defense of any claim (including expenses and costs associated therewith) under this Agreement regardless of whether any Stockholder is the claimant or the party against whom a claim is being made. In connection with the exercise of his duties, the Stockholders’ ' Representative nor any agent employed by it shall incur any Liability will be entitled to any Principal consult with and rely upon legal counsel and other professional advisors, with the costs thereof to be allocated among the Stockholders and will have no liability hereunder for actions taken in good faith reliance upon the advice of such advisers. Each Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholderswill, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ ' Representative Parties harmless against from any and all lossesLosses which they, Liabilities or expenses incurred without bad any one of them, may sustain as a result of any action taken in good faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithhereunder.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Stockholder, by signing this Agreement, designates Roy X. Xxxxxx xx be such Stockholders' representative for purposes of this Agreement (the “"Stockholders’ ' Representative”"). The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) UniCapital and Newco shall be entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative is authorized to accept deliveries, as such Principal Stockholder’s agent including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 12 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is granted subject to and coupled with an the interest of such Stockholder and the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal Stockholder or act of any Stockholder, by operation of law. Neither , whether by such Stockholder's death or any other event. (d) Notwithstanding the foregoing, the Stockholders’ ' Representative nor shall inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any agent employed rights, power or authority proposed to be done, given or taken by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the such Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ ' Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties shall act as Stockholders’ Representative, including the reasonable costs and expenses incurred directed by the Stockholders’ Representative Stockholders holding a majority interest in defending against any claim or Liability the Indemnity Escrow Property (as defined in connection herewithSection 4.1(b)).

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Xxxxx & Company, L.P. shall be constituted and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), appointed as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement fact (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the “Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (iiRepresentative”) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment the Sellers to give and receive notices and communications made pursuant to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability , to any Principal Stockholder by virtue pay on behalf of the failure Sellers expenses incidental to the preparation hereof and the carrying out by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby, to participate in the Closing on behalf of each of the Sellers, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or refusal appropriate in the judgment of the Stockholders’ Representative for any reason the accomplishment of the foregoing. Such agency may be changed from time to consummate the Transaction or relating time upon not less than two Business Days’ prior written notice to the performance Buyer by the Sellers who as of its other duties hereunder or any the date of its omissions or actions with respect theretothis Agreement owned a majority in interest of the Shares. The Principal Stockholders, jointly and severally, agree to indemnify No bond shall be required of the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties shall receive no compensation for his services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Sellers for purposes of this Agreement. (b) The Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall severally indemnify the Stockholders’ Representative and hold him/her harmless against any and all losses, Liabilities or expenses Loss incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his the acceptance or administration of his/her duties as hereunder. (c) The execution and delivery by any Seller of this Agreement shall be deemed to be approval by such Seller of the terms of the provisions of this Section 11.15 and of the appointment of the Stockholders’ Representative. (d) A decision, including the reasonable costs and expenses incurred by act, consent or instruction of the Stockholders’ Representative shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each such Seller, and the Buyer may rely exclusively and conclusively upon any such decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each and every Seller. The Buyer is hereby relieved from any obligation to any Person for any acts done by it in defending against accordance with such decision, act, consent or instruction of the Stockholders’ Representative. Except for a notice regarding the change of the Stockholders’ Representative (as contemplated by Section 11.15(a)), the Buyer shall be entitled to disregard any claim notices or Liability communications given or made by the Sellers unless given or made through the Stockholders’ Representative. Each Seller releases, remises, and forever discharges the Buyer and its Affiliates, their respective representatives and insurers, and their respective successors and assigns, and each of them of and from any and all claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, without limitation of law, equity or otherwise, to the extent based in connection herewithwhole or in part on Buyer’s reliance on the decisions, acts, consents and instructions of the Stockholders’ Representative as being the final, binding and conclusive act of all the Sellers. (e) Any successor Stockholders’ Representative appointed in accordance with the Stockholders’ Representative Agreement shall be the Stockholders’ Representative hereunder. (f) Without limiting the generality of the foregoing, the execution and delivery by any Seller of this Agreement shall be deemed to be the authorization by such Seller of the Stockholders’ Representative to execute and deliver the Escrow Agreement on such Seller’s behalf, with such changes to the form of Escrow Agreement set forth in Exhibit F hereto as the Buyer, Stockholders’ Representative and Escrow Agent may approve

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes authorizes, directs and appoints Xxxxxxxxxxx Xxxxxxx Xx. Xxxx Xxxxx to act as sole and exclusive representative for such Stockholder (the “Stockholders’ Representative”)) and authorizes and directs the Stockholders’ Representative to (i) 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 pursuant to this Agreement; and (iii) exercise such Principal Stockholder’s agent and attorney-in-factrights, with full power and authority as are incidental to actthe foregoing. Any such actions taken, including full exercises of rights, power of substitutionor authority, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into decision or determination made by the Stockholders’ Representative consistent therewith, shall be absolutely and irrevocably binding on each such Person as if such Person personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Person’s capacity. Each Stockholder agrees that the Stockholders’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement (including the Ancillary Agreements) or the Transactiontransactions contemplated hereby or thereby, including except for such actions taken or omitted to do all things and be taken resulting from Stockholders’ Representative’s willful misconduct. The Buyer shall be entitled to perform all acts required or deemed advisable, in its sole discretion, in connection deal exclusively with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed on all matters relating to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, 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, and on any other action taken or purported to be taken on behalf of any such Person by the Stockholders’ Representative shall be as fully binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithsuch Person.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) In order to administer efficiently (i) the implementation of the Agreement by the Stockholders and appoints Xxxxxxxxxxx Xxxxxxx (ii) the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power settlement of substitution, in his, her or its name and on his, her or its behalf any dispute with respect to the Agreement, the Stockholders hereby designate Gary Xxx Xxxxxxxx xx their representative (the "Stockholders' Representative"). (b) The Stockholders hereby authorize the Stockholders' Representative (i) to take all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction implementation of the Agreement on behalf of the Stockholders or the settlement of any dispute, (ii) to give and receive all notices required to be given under the Agreement and (iii) to take any and all additional action as fully as such Principal Stockholder could if then personally present and acting alone. Without is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (ic) any communication or other delivery validly delivered to In the event that the Stockholders’ ' Representative dies, becomes legally incapacitated or resigns from such position, John Xxxxxxxxx, XXI shall fill such vacancy and shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; however, no change in the Stockholders' Representative shall be effective until Buyer is given notice of it by the Stockholders. (d) By their execution of this Agreement, the Stockholders agree that: (i) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any actions required or permitted to be taken by the Stockholders or the Stockholders' Representative hereunder, and no party hereunder shall have been validly delivered to each Principal Stockholder, any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any consent cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or waiver of any provision willful breach of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and ' Representative; (iii) except as otherwise provided in remedies available at law for any breach of the provisions of this Section 11.11.4 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the Stockholders’ Representative is hereby authorized necessity of proving damages if Buyer brings an action to execute for enforce the provisions of this Section 1.4; and (iv) the provisions of this Section 1.4 are independent and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this severable, shall constitute an irrevocable power of attorney is attorney, coupled with an interest and surviving death, granted by the Stockholders to the Stockholders' Representative and shall be irrevocable binding upon the executors, heirs, legal representatives and shall not be terminated by any Principal Stockholder or by operation successors of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates each Stockholder. (the “Stockholders’ Representative Parties”e) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs All fees and expenses incurred by the Stockholders’ ' Representative shall be paid by the Stockholders, except as provided in defending against any claim or Liability in connection herewithSection 7.1 hereof.

Stockholders’ Representative. Each Principal (a) Upon APP Stockholder hereby Approval, each of the Escrow Participants will be deemed to have irrevocably constitutes appointed Xxxxxxxx X. Xxxxxxx, M.D., as its, his or her true and appoints Xxxxxxxxxxx Xxxxxxx lawful attorney-in-fact and agent (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power of substitution or resubstitution, to act solely and authority exclusively on behalf of such Escrow Participants with regard to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect matters pertaining to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) the indemnification of the Delaware Indemnified Parties referred to in this Article IX, including the power to compromise any communication Claim on behalf of such Escrow Participant, and (ii) all matters under the Escrow Agreement or other delivery validly delivered relating to the Escrow Shares. (b) The appointment of the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by FHC Wisconsin and any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor other Person may conclusively and absolutely rely, without inquiry, upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ Representative for any reason in all matters referred to consummate the Transaction or relating to the performance herein. By their appointment of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Escrow Participants thereby confirm all that the Stockholders’ Representative Parties harmless against shall do or cause to be done by virtue of its appointment as the representative of the Escrow Participants hereunder. The Stockholders’ Representative shall act for the Escrow Participants on all of the matters set forth in this Article IX and the Escrow Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Escrow Participants and consistent with this Article IX and the Escrow Agreement, but the Stockholders’ Representative shall not be responsible to any and all losses, Liabilities or expenses incurred without bad faith on Escrow Participant for any damages which the part Escrow Participant may suffer by the performance (including any damages arising out of the Stockholders’ Representative and arising out Representative’s negligence) of or in connection with his duties as the Stockholders’ Representative’s duties hereunder, including other than damages arising from willful violation of applicable Law or willful misconduct in the reasonable costs performance of such duties hereunder. The Stockholders’ Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement or the Escrow Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Stockholders’ Representative. The Stockholders’ Representative shall pay all of the expenses incurred by the Stockholders’ Representative in defending against performing its duties hereunder. The Stockholders’ Representative shall be entitled to rely, and shall be fully protected in relying, upon any claim statements furnished to it by any Escrow Participant or Liability in connection herewithFHC Wisconsin, or any other evidence deemed by the Stockholders’ Representative to be reliable, and the Stockholders’ Representative shall be entitled to act on the advice of counsel selected by it. (c) The Stockholders’ Representative is an intended beneficiary of this Section 9.6.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Xxxx Xxxxxx (such person and appoints Xxxxxxxxxxx Xxxxxxx (any successor or successors being the “Stockholders’ Representative”) shall act as the representative of the Company Participants, and shall be authorized to act on behalf of the Company Participants and to take any and all actions required or permitted to be taken by the Stockholders’ Representative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party or a Stockholder Indemnified Party (as the case may be) for indemnification pursuant to this Article IX and with respect to any actions to be taken by the Stockholders’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of Escrow Funds to a Parent Indemnified Party or, in Parent’s sole discretion, setoff against the Aggregate Earn-Out Amount, if permitted under this Agreement, in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing). In all matters relating to this Article IX, as such Principal Stockholder’s agent the Stockholders’ Representative shall be the only party entitled to assert the rights of the Company Participants, and attorneythe Stockholders’ Representative shall perform all of the obligations of the Company Participants hereunder. The Parent Indemnified Parties shall be entitled to rely on all statements, representations and decisions of the Stockholders’ Representative. The Stockholders’ Representative may resign at any time upon ten (10) days prior notice to Parent, at which time the holders of a majority of the shares of Company Stock immediately prior to the Effective Time (voting on an as-in-fact, with full power and authority to act, including full power of substitution, converted basis) shall designate a replacement Stockholders’ Representative. (b) The Company Participants shall be bound by all actions taken by the Stockholders’ Representative in his, her or its name and on hiscapacity thereof, her or its behalf with respect to all matters arising from or in except for any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection action that conflicts with the Transaction limitations set forth in subsection (d) below. The Stockholders’ Representative shall at all times act in his or her capacity as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to Stockholders’ Representative in a manner that the Stockholders’ Representative shall believes to be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver in the best interest of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of lawCompany Participants. Neither the Stockholders’ Representative nor any agent employed by it of its directors, officers, agents or employees, if any, shall incur any Liability be liable to any Principal Stockholder person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ Representative may consult with legal counsel, independent public accountants and other experts selected by virtue it. The Stockholders’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the failure terms, covenants or refusal conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Stockholders’ Representative for shall not exercise any reason to consummate the Transaction discretion or relating to the performance of its other duties hereunder or take any of its omissions or actions with respect thereto. The Principal Stockholders, jointly action. (c) Each Company Participant shall indemnify and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys hold harmless and affiliates (the “Stockholders’ Representative Parties”) and to hold reimburse the Stockholders’ Representative Parties harmless from and against such Company Participant’s ratable share of any and all liabilities, losses, Liabilities damages, claims, costs or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of suffered or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. (d) Notwithstanding anything to the contrary herein or in defending against the Escrow Agreement, the Stockholders’ Representative is not authorized to, and shall not, accept on behalf of any claim Company Participant any Transaction Consideration to which such Company Participant is entitled under this Agreement and the Stockholders’ Representative shall not in any manner exercise, or Liability seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Participant unless the Stockholders’ Representative is expressly authorized to do so in connection herewitha writing signed by such Company Participant.

Stockholders’ Representative. (i) Each Principal Stockholder of the Stockholders hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Partners (the “"Stockholders’ ' Representative”), ") as such Principal Stockholder’s 's agent and attorney-in-fact to take any action required or permitted to be taken by such Stockholder under the terms of this Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Stockholders, the payment of expenses relating to the transactions contemplated by this Agreement, the representation of the Stockholders in indemnification proceedings hereunder, and the right to waive, modify or amend any of the terms of this Agreement, and agrees to be bound by any and all actions taken by such agent on such Stockholder's behalf. Each Stockholder further agrees that the Stockholders' Representative, its agents, general partners and representatives, shall be fully indemnified by the other Stockholders to the fullest extent permitted by law for damages arising out of the Stockholders' Representative's actions or omissions in such capacity. Each Stockholder hereby acknowledges that the foregoing indemnity shall be applicable to all claims, liabilities, losses, damages or expenses that have resulted from or are alleged to have resulted from the active or passive, or the sole, joint or concurrent, ordinary negligence of the Stockholders' Representative. (ii) Purchaser shall be entitled to rely exclusively upon any communications or writings given or executed by the Stockholders' Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Stockholders' Representative. Purchaser shall be entitled to disregard any notices or communications given or made by the Stockholders unless given or made through the Stockholders' Representative. (iii) Subsequent to the Closing Date, in the event of the inability of the Stockholders' Representative to perform its functions hereunder, the former Stockholders shall promptly appoint a new agent or agents as attorney-in-fact or attorneys-in-fact, with full power and authority to act, including full power of substitution, in his, her such appointment or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative appointments shall be deemed to have been validly delivered made when communicated to each Principal StockholderPurchaser in writing signed by the Stockholders (or the personal representatives thereof) owning at least 51% of the Common Stock of the Company outstanding immediately prior to the Closing Date. If the Stockholders do not within fifteen days appoint a new agent or agents, then the former Stockholder then living or existing who previously owned the greatest number of shares of Common Stock of the Company outstanding immediately prior to the Closing Date shall serve as Stockholders' Representative if he or it is able and willing to do so, until a successor agent or agents shall have been appointed in accordance with the provisions hereof. (iiiv) The manner and form by which the Stockholders shall decide upon any consent given or waiver new agent and attorney-in-fact shall be decided solely by the Stockholders owning 51% of any provision the shares of Common Stock of the Company outstanding immediately prior to the Closing Date. The Stockholders recognize, and hereby acknowledge, that the Stockholders' Representative has an interest in the subject matter of this Agreement or and that the appointment of such Stockholders' Representative (which shall include any other agreement entered into in connection with this Agreement, by successor Stockholders' Representative) as the Stockholders’ ' Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of constitutes an irrevocable power-of-attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithinterest.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority a) In order to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, administer efficiently (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal implementation of the Agreement by the Stockholder, (ii) any consent given or the waiver of any provision condition to the obligations of this Agreement or the Stockholder to consummate the transactions contemplated hereby, and (iii) the settlement of any other agreement entered into dispute with respect to the Agreement, the Stockholder hereby designates Jamex X. Xxxxxx xx its representative (the "Stockholder's Representative"). (b) The Stockholder hereby authorizes the Stockholder's Representative (i) to take all action necessary in connection with the implementation of the Agreement on behalf of the Stockholder, the waiver of any condition to the obligations of the Stockholder to consummate the transactions contemplated hereby, or the settlement of any dispute, (ii) to give and receive all notices required to be given under the Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholder by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (c) In the event that the Stockholder's Representative dies, becomes legally incapacitated or resigns from such position, Chrixxxxxxx Xxxxx xxxll fill such vacancy and shall be deemed to be the Stockholder's Representative for all purposes of this Agreement; however, no change in the Stockholder's Representative shall be effective until Buyer is given notice of it by the Stockholders’ Stockholder. (d) All decisions and actions by the Stockholder's Representative shall be binding upon each and every Principal the Stockholder, and the Stockholder shall have no right to object, dissent, protest or otherwise contest the same. (e) By execution of this Agreement, the Stockholder agrees that: (i) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholder's Representative as to any actions required or permitted to be taken by the Stockholder or the Stockholder's Representative hereunder, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Stockholder's Representative; (ii) all actions, decisions and instructions of the Stockholder's Representative shall be conclusive and binding upon the Stockholder and the Stockholder shall not have any cause of action against the Stockholder's Representative for any action taken, decision made or instruction given by the Stockholder's Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholder's Representative; (iii) except as otherwise provided in remedies available at law for any breach of the provisions of this Section 11.11.5 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the Stockholders’ Representative is hereby authorized necessity of proving damages if Buyer brings an action to execute for enforce the provisions of this Section 1.5; and (iv) the provisions of this Section 1.5 are independent and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this severable, shall constitute an irrevocable power of attorney is attorney, coupled with an interest and surviving death, granted by the Stockholder to the Stockholder's Representative and shall be irrevocable binding upon the executors, heirs, legal representatives and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue successors of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates Stockholder. (the “Stockholders’ Representative Parties”f) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs All fees and expenses incurred by the Stockholders’ Stockholder's Representative in defending against any claim or Liability in connection herewithshall be paid by the Stockholder.

Stockholders’ Representative. Each Principal Stockholder (a) Appointment. The Stockholders, and each of them, hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoint Larry W. Cooper (the “"Stockholders’ ' Representative”)") as their agent xx (x) xxxxxxxxt, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute act for and on behalf of, and bind each of each Principal Stockholder any amendment the Stockholders in the performance of all of their obligations arising from or relating to this Agreement, including the execution and delivery of any document, certificate or agreement required under this Agreement to be delivered by the Stockholders at the Closing; (ii) accept delivery from the Purchaser of the cash portion of the Purchase Price to the Stockholders in the manner provided in or any other agreement entered into in connection with pursuant to this Agreement. This appointment ; (iii) give and receive notices and receive service of agency process under or pursuant to this Agreement; (iv) execute and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither deliver the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal Escrow Agreement on behalf of the Stockholders’ Representative for any reason , and to consummate represent, act for, and bind each of the Transaction Stockholders in the performance of all of their obligations and in securing all their rights arising from or relating to the performance Escrow Agreement; (v) if the Stockholders' Representative determines legal action is necessary to enforce rights of its the Stockholders under this Agreement to assess each Stockholder for a pro rata share of the expenses and if such Stockholder does not remit such amounts within thirty (30) days of written request to exclude such Stockholder entirely from any recovery notwithstanding anything to the contrary in this Agreement, and (vi) to deduct from the proceeds payable to any Stockholder at Closing (A) an amount required for any federal or state withholding or other duties hereunder or any tax owed by such Stockholder pursuant to the minimum withholding for this transaction required by the applicable regulatory authority and/or the Internal Revenue Service of its omissions or actions with respect theretothe United States, (B) an amount required to compensate Matthews & Hawkins, P.A. for rendering legal services in the negoxxxxxxx of xxxxx agreements and this transaction, and the rendering of the requisite legal opinion, and (C) an amount required to compensate Lowry and Watson, P.A. for rendering accounting services in the nexxxxxtion xx xxxse agreements and this transaction. For purposes of this Section 11.1 "pro rata" means the same proportion as that which the total cash proceeds for such Stockholder at Closing as set forth on Schedule 2.1 hereto bears to the total cash proceeds for all Stockholders at Closing as set forth on Schedule 2.1 hereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ ' Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithhereby accepts such appointment.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (a) By virtue of the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision adoption of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized authorized, directed and appointed to act as sole and exclusive agent, attorney-in-fact and representative of the Stockholders, with full power of substitution and authority with respect to all matters under this Agreement, including (i) to negotiate, execute for and deliver all ancillary agreements, certificates, approvals, waivers, amendments and other documents required or permitted to be given in connection with this Agreement; (ii) to give and receive all notices and communications to be given or received under this Agreement; (iii) to calculate the Closing Adjusted Merger Consideration and other amounts in the Initial Closing Statement and the Consideration Statement and to dispute or agree to any final determination of any of the foregoing pursuant to Section 2.7; (iv) to defend, agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to any claims under this Agreement or the Acquisition; (v) to appoint one or more successor Stockholders’ Representatives; (vi) to perform the duties expressly assigned to the Stockholders’ Representative under this Agreement; (vii) to engage and employ agents and representatives (including accounting, legal and other professional advisors) on behalf of each Principal Stockholder any amendment and at the expense of the Stockholders; (viii) to exercise or refrain from exercising remedies available under this Agreement or any other ancillary agreement entered into and to sign any release or other document with respect to such dispute or remedy, as the Stockholders’ Representative, in its reasonable discretion, determines to be necessary or desirable; (ix) to execute and deliver amendments, waivers and consents in connection with this Agreement as the Stockholders’ Representative, in his reasonable discretion, determines to be necessary or desirable; (x) to incur such other expenses as the Stockholders’ Representative shall reasonably deem necessary or prudent in connection with the foregoing; and (xi) to take all other actions to be taken by or on behalf of the Stockholders in connection with this Agreement. This Each Stockholder agrees to be bound by all agreements and determinations made by and documents executed and delivered by the Stockholders’ Representative pursuant to the authority granted to it hereunder. (b) The Stockholders’ Representative shall have the sole and exclusive right on behalf of any Stockholder to take any action or provide any waiver, or receive any notice under this Agreement 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 final and binding on each Stockholder (including its applicable successors and assigns) as if such Stockholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Stockholder’s individual capacity, and no Stockholder (including its applicable successors or assigns) shall have the right to object, dissent, protest or otherwise contest the same. The appointment of agency and this power of attorney the Stockholders’ Representative is coupled with an interest and shall be irrevocable and by the Stockholders in any manner or for any reason. This power of attorney shall not be terminated affected by the death, illness, dissolution, disability, incapacity or other inability to act of the principal pursuant to any Principal Stockholder or by operation of law. Neither applicable Law. (c) The Stockholders’ Representative shall hold the Stockholders’ Representative’s Expense Fund in the Stockholders’ Representative nor Expense Account as a fund from which the Stockholders’ Representative may pay any agent employed fees, expenses, costs or Liabilities it incurs in performing its duties and obligations under this Agreement by it or on behalf of any or all Stockholders, including legal, accounting and other consulting fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement. At such time as all payments have been settled pursuant to Section 2.7 and all indemnification claims have been finally resolved, the Stockholders’ Representative shall incur distribute any Liability to any Principal Stockholder by virtue remaining funds in the Stockholders’ Representative Expense Account after payment of all fees and expenses of the failure Stockholders accordance with their respective Pro Rata Share. (d) For all purposes of this Agreement, Purchaser and each of its Affiliates shall be entitled to rely conclusively on the instructions and decisions of the Stockholders’ Representative or refusal any other actions required or permitted to be taken by the Stockholders’ Representative under this Agreement or in connection with any of the transactions and other matters contemplated by this Agreement. (e) The Stockholders’ Representative may resign from its capacity as the Stockholders’ Representative at any time by written notice delivered to Purchaser. If there is a vacancy at any time in the position of Stockholders’ Representative for any reason, such vacancy shall be filled by a vote of the Stockholders that held a majority of the Company Stock immediately prior to the Closing. (f) In the absence of deliberate fraud or willful misconduct, the Stockholders’ Representative shall not be liable to Purchaser or the Stockholders in its capacity as the Stockholders’ Representative for any reason to consummate the Transaction liability of a Stockholder or relating to the performance for any error of its other duties hereunder judgment, or any of its omissions act done or actions step taken or omitted by it that it believed to be in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with respect theretothis Agreement. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties under this Agreement, and without limiting the foregoing, it shall incur no liability in his capacity as Stockholders’ Representative to Purchaser or the Stockholders and shall be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the advice of such counsel. The Stockholders shall severally, but not jointly, indemnify and hold harmless, in accordance with their respective Pro Rata Share, the Stockholders’ Representative Parties harmless against from any and all losses, Liabilities or and expenses incurred without bad faith on (including the part fees and expenses of the Stockholders’ Representative and counsel) arising out of or in connection with his duties as the Stockholders’ Representative, including ’s execution and performance of this Agreement. (g) The rights to indemnification and immunities of a Stockholders’ Representative under this Agreement shall survive the reasonable costs and expenses incurred by resignation or removal of the Stockholders’ Representative in defending against any claim and the Closing or Liability in connection herewithtermination of this Agreement. All rights and powers of the Stockholders’ Representative under this Agreement shall survive the Closing or termination of this Agreement.

Stockholders’ Representative. Each Principal Stockholder 6.01 The Stockholders, and each of them, hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoint the Stockholders' Representative as their agent to (the “Stockholders’ Representative”)i) represent, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name act for and on hisbehalf of, her or its behalf with respect to and bind each of the Stockholders in the performance of all matters of their obligations arising from or in any way relating to this Escrow Agreement, including, without limitation (a) the execution and delivery of any document, certificate or agreement required under this Escrow Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly be delivered to by the Stockholders’ Representative shall be deemed ; (b) the negotiation and settlement of claims of Vizacom in respect of the Escrowed Property and the making of any objection to have been validly delivered to each Principal Stockholder, such claims; and (c) the representation of the Stockholders at any arbitration or litigation in respect of the foregoing; (ii) any consent given give and receive notices and receive service of process under or waiver of any provision of pursuant to this Agreement or any other agreement entered into in connection with this Escrow Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, ; and (iii) except as otherwise provided to represent, act for, and bind each of the Stockholders in Section 11.1, the performance of all of their obligations arising from or related to this Escrow Agreement. The Stockholders' Representative hereby accepts such appointment. 6.02 In the event that the Stockholders’ ' Representative is hereby authorized shall resign or otherwise be unable to execute fulfill its duties hereunder, a successor Stockholders' Representative shall be selected by the Stockholders entitled to a majority of the Escrowed Property as soon as reasonably practicable thereafter. If the Stockholders desire to remove or replace the Stockholders' Representative for and on behalf any reason, any such Stockholders' Representative may be so removed or replaced by the Stockholders entitled to receive a majority of each Principal Stockholder any amendment to this Agreement such Escrowed Property. Any decision, act, consent or any other agreement entered into in connection with this Agreement. This appointment instruction of agency and this power the Stockholders' Representative shall constitute a decision of attorney is coupled with an interest the Stockholders and shall be irrevocable conclusive and shall not be terminated by any Principal Stockholder or by operation of law. Neither binding upon the Stockholders’ Representative nor , and Vizacom and the Escrow Agent may rely upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure such decision, act, consent or refusal instruction of the Stockholders’ ' Representative for any reason to consummate as being the Transaction decision, act, consent or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part instruction of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Pursuant to the written consent of the Equityholders dated the date hereof, the Common Equityholders have constituted, appointed and appoints Xxxxxxxxxxx Xxxxxxx (empowered effective from and after the “date of such consent, LAC as the Stockholders’ Representative”), as such Principal Stockholder’s for the benefit of the Common Equityholders and the exclusive agent and attorney-in-factfact to act on behalf of each Common Equityholder, in connection with full and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority authority: (i) to actnegotiate, including full power execute and deliver such waivers, consents and amendments (other than (A) the written consent referred to in this sentence and (B) any written consent of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to the Common Equityholders adopting this Agreement) under this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or consummation of the Transaction, including to do all things and to perform all acts required or deemed advisabletransactions 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 Common 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 Common 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, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding 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 claim, action, proceeding 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 claim, action, proceeding 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, proceeding 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 refrain from enforcing any right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that no such failure to act on the part of the Stockholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Stockholders’ Representative or by the Equityholders unless such waiver is in writing signed by the waiving party or 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 Transaction transactions contemplated by this Agreement; (v) to engage special 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 Common Per Share Amount, the Preferred Payment, Option Cash Payments, and the Escrow Fund in accordance with the terms of this Agreement. (b) The Stockholders’ Representative shall be entitled to receive reimbursement from, and be indemnified by, the Equityholders for certain expenses, charges and liabilities as fully as such Principal Stockholder could if then personally present provided below. In connection with this Agreement, and acting alone. Without limitationin exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder, (i) the Stockholders’ Representative shall incur no responsibility whatsoever to any communication Equityholders by reason of any error in judgment or other delivery validly delivered act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Stockholders’ Representative shall be deemed entitled to have been validly delivered rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to each Principal Stockholdersuch advice shall in no event subject the Stockholders’ Representative to liability to any Equityholders. Each Common Equityholder shall indemnify, (ii) any consent given or waiver severally and not jointly, based on such Common Equityholder’s Pro Rata Portion, the Stockholders’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any provision judgment against them, of this Agreement any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any other agreement entered into claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Stockholders’ Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct. In the event of any indemnification hereunder, upon written notice from the Stockholders’ Representative to the Common Equityholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Common Equityholder shall promptly deliver to the Stockholders’ Representative full payment of his or her Pro Rata Portion of the amount of such deficiency. (c) All of the indemnities, immunities and powers granted to the Stockholders’ Representative under this Agreement shall survive the Effective Time and/or any termination of this Agreement, . (d) Parent and the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be taken by the Stockholders’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each and every Principal Stockholder, and the Equityholders. (iiie) except as otherwise The grant of authority provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Equityholder and (ii) shall not be terminated survive the consummation of the Merger, and any action taken by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Equityholder notwithstanding any agent employed by it shall incur any Liability to any Principal Stockholder by virtue contrary action of the failure or refusal direction from such Equityholder, except for actions or omissions of the Stockholders’ Representative for any reason to consummate constituting willful misconduct. (f) Each of the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal StockholdersCompany, jointly Merger Sub and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys Parent acknowledges and affiliates (the “Stockholders’ Representative Parties”) and to hold agrees that the Stockholders’ Representative Parties harmless against is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Merger Sub and Parent acknowledges and agrees that the Stockholders’ Representative shall have no liability to, and shall not be liable for any and all lossesLosses of, Liabilities any of the Company, Merger Sub or expenses incurred without bad faith on the part Parent in connection with any obligations of the Stockholders’ Representative and arising out under this Agreement or otherwise in respect of this Agreement or in connection with his duties as Stockholders’ Representativethe transactions contemplated hereby, including except to the reasonable costs and expenses incurred extent such Losses shall be proven to be the direct result of willful misconduct by the Stockholders’ Representative in defending against any claim or Liability in connection herewithwith the performance of its obligations hereunder.

Stockholders’ Representative. Each Principal Stockholder (a) The Stockholders, by signing this Agreement, designate Xxxx Xxxxx or, in the event that Xxxx Xxxxx is unable or unwilling to serve, Xxxxx Xxxxx to be the Stockholders' Representative for purposes of this Agreement. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) USFloral shall be entitled to rely upon any communication or writings given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby irrevocably constitutes consent and appoints Xxxxxxxxxxx Xxxxxxx agree that the Stockholders' Representative is authorized to accept deliveries, including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the “Stockholders’ Representative”), as such Principal Stockholder’s agent true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 9 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is granted subject to and coupled with an the interest of the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal act of any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed , whether by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder such Stockholder's death or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithother event.

Stockholders’ Representative. Each Principal Stockholder (a) In order to efficiently administer certain matters contemplated hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (following the “Closing, including any actions that the Stockholders’ Representative”)Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in this Agreement, the Stockholders hereby designate Shareholder Representative Services LLC as such Principal Stockholder’s agent the representative of the Stockholders. By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the Closing Merger Consideration, the Stockholders hereby agree that the Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-factfact of each Stockholder, with full power and authority in the name of such Stockholder to act, including full power act according to the terms of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into the Escrow Agreement and in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering any agreements, amendments or instruments contemplated by or deemed advisableadvisable in connection with this Agreement or the Escrow Agreement, except with respect to rights specifically held by the Founders under the terms of this Agreement. Without limiting the generality of the foregoing, the Stockholders’ Representative shall have full authority to (i) execute, deliver, acknowledge and amend on behalf of the Stockholders any and all documents that the Stockholders’ Representative may, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitationdetermine to be necessary, desirable or appropriate, (iii) take or refrain from taking any communication actions to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby and (iii) engage attorneys, accountants and other delivery validly delivered advisors necessary or appropriate in the sole judgment of the Stockholders’ Representative (and at the expense of the Stockholders) for the accomplishment of the foregoing. Buyer shall be entitled to rely conclusively, and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request or decision given or made by the Stockholders’ Representative as if such notice, instruction, request or decision had been given or made by all Stockholders, and no party shall have any cause of action against Buyer for any action or inaction in reliance upon any such notice, instruction, request or decision. All actions, decisions and instructions of the Stockholders’ Representative shall be deemed to conclusive and binding upon each of the Stockholders. No Stockholder shall have been validly delivered to each Principal Stockholderany cause of action against the Stockholders’ Representative for any action taken, (ii) any consent decision made or instruction given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1under this Agreement. Without limiting the foregoing, the Stockholders’ Representative is hereby authorized to execute for and on behalf shall not have by reason of each Principal Stockholder any amendment to this Agreement a fiduciary relationship in respect of any Stockholder. The Stockholders’ Representative shall not be liable to any Stockholder for any action taken or omitted by it or any agent employed by it hereunder or under any other agreement document entered into in connection with this Agreementherewith, except for actions constituting fraud or bad faith. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and The Stockholders’ Representative shall not be terminated liable to the Stockholders for any apportionment or distribution of payments made by the Stockholders’ Representative in good faith, and if any Principal such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Stockholder to whom payment was due, but not made, shall be to recover from other Stockholders any payment in excess of the amount to which they are determined to have been entitled. The Stockholders’ Representative shall not be required to make any inquiry concerning either the performance or by operation observance of lawany of the terms, provisions or conditions of this Agreement. Neither the Stockholders’ Representative nor any agent or advisor employed by it shall incur any Liability liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its duties hereunder, except for actions or omissions constituting fraud or bad faith. The Stockholders do hereby agree to indemnify, defend and hold the Stockholders’ Representative harmless from and against, and to reimburse the Stockholders’ Representative for, any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement, the Escrow Agreement and the other Transaction Documents, including any future actions taken hereunder or thereunder in discharging its duties, or otherwise suffered or incurred as a result of the performance of such Stockholders’ Representative’s duties under this Agreement, the Escrow Agreement or the other Transaction Documents in each case as such Representative Loss is suffered or incurred. If not paid directly to the Stockholders’ Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Stockholders’ Representative Expense Holdback Amount, and (ii) the amounts in the Net Asset Escrow Deposit and the Indemnification Escrow Deposit at such time as remaining amounts would otherwise be distributable to the Stockholders; provided, that while this section allows the Stockholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Stockholders or otherwise. The Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. The Stockholders will not receive any interest or earnings on the Stockholders’ Representative Expense Holdback Amount and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be liable for any loss of principal of the Stockholders’ Representative Expense Holdback Amount other than as a result of its gross negligence or willful misconduct. The Stockholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Stockholders’ Representative shall use the Stockholders’ Representative Expense Holdback Amount for purposes of paying or reimbursing its out-of-pocket costs and expenses in discharging its duties hereunder or any otherwise administering interests or former interests of its omissions or actions with respect theretothe Stockholders in this Agreement and the Transactions and the Company (including amounts to which the Stockholders’ Representative is entitled to indemnification hereunder). The Principal Stockholders, jointly ’ Representative may additionally obtain amounts to be used pursuant to the foregoing sentence by requesting that the Escrow Agent release amounts constituting the Indemnification Escrow Deposit or the Net Asset Escrow Deposit only at such time as the remaining amount of either such escrow deposit would otherwise be distributable to the Stockholders. Any remaining amount of the Stockholders’ Representative Expense Holdback Amount (including any such funds obtained from the Indemnification Escrow Deposit and severally, agree the Net Asset Escrow Deposit) shall be distributed to indemnify the Stockholders at such time as is determined by the Stockholders’ Representative, his successorsin a manner proportionate with their respective Pro Rata Share. For tax purposes, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any Expense Holdback Amount will be treated as having been received and all losses, Liabilities or expenses incurred without bad faith on voluntarily set aside by the part Stockholders at the time of Closing. This Section 1.19 does not prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. The Stockholders acknowledge and agree that all communications after the Closing with the Company, Buyer or any of their respective officers, directors, employees or agents with respect to matters arising under this Agreement, shall be made exclusively by the Stockholders’ Representative, except with respect to rights specifically held by the Founders under the terms of this Agreement. To ensure the protection of all confidential and proprietary information of the Company and Buyer, the Stockholders’ Representative shall not disclose any confidential information to the Stockholders with respect to the Business, the Company, Buyer or this Agreement after Closing without the prior written consent of Buyer; provided that, notwithstanding the foregoing, the Stockholders’ Representative shall be permitted to disclose information to the Advisory Group in connection with its services as the Stockholders’ Representative and to the Stockholders in connection with the defense of any Indemnification Claim. The Stockholders’ Representative hereby accepts such appointment. The Stockholders’ Representative may resign at any time. (b) Certain Stockholders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Stockholders’ Representative regarding direction to be provided by the Advisory Group to the Stockholders’ Representative. The Advisory Group shall incur no liability to the Stockholders for any liability incurred by the members of the Advisory Group while acting in good faith and arising out of or in connection with his the acceptance or administration of their duties as Stockholders’ Representative(it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), including even if such act or omission constitutes negligence on the reasonable costs part of the Advisory Group or one of its members. This indemnification and expenses incurred by exculpation shall survive the Stockholders’ Representative in defending against any claim or Liability in connection herewithtermination of this Agreement.

Stockholders’ Representative. Each Principal Stockholder (a) The holders of Company Capital Stock, by approving this Agreement and the transactions contemplated hereby, including the Merger, and the Management Contributors, by accepting their respective Change in Control Payments, hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (appoint Laurel Services, LLC as the “Stockholders’ Representative”)Representative and authorize the Stockholders’ Representative to take, as such Principal Stockholder’s agent and attorney-in-factconsent to the Stockholders’ Representative taking, with full power and authority to act, including full power of substitution, in his, her or its name the following actions for and on hisbehalf of holders of Company Capital Stock and the Management Contributors following the Closing: (i) to give and receive notices and communications; (ii) to take any and all actions relating to claims to hold harmless, her indemnify, compensate, reimburse or its behalf pay any Indemnitee hereunder; (iii) to authorize delivery to Parent of a portion of the Escrow Fund in satisfaction of claims by the Indemnitees; (iv) to object to such deliveries; (v) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (vi) to take all matters arising from other actions contemplated for the Stockholders’ Representative in this Agreement and in the Escrow Agreement; (vii) to execute and deliver all documents necessary or in any way relating desirable to carry out the intent of this Agreement and any other agreement entered into in connection with documents and agreements contemplated by this Agreement (including the Ancillary AgreementsEscrow Agreement); (viii) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement (including the TransactionEscrow Agreement); (ix) to amend, including to do all things and to perform all acts required modify or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision waive provisions of this Agreement (subject to Section 9.2 and Section 9.3) or any of the other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, related agreements to which the Stockholders’ Representative is hereby authorized a party; (x) to execute for engage, employ or appoint any agents or representatives (including attorneys, accountants and on behalf of each Principal Stockholder any amendment consultants) to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither assist the Stockholders’ Representative nor any agent employed by it shall incur any Liability in complying with the Stockholders’ Representative’s duties and obligations; and (xi) to any Principal Stockholder by virtue of take all actions necessary or appropriate in the failure or refusal judgment of the Stockholders’ Representative for any reason the accomplishment of the foregoing. Parent shall be entitled to consummate deal exclusively with the Transaction or Stockholders’ Representative on all such matters relating to the performance this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of its other duties hereunder any kind whatsoever) on any document executed or purported to be executed on behalf of any holder of its omissions Company Capital Stock or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify Management Contributor by the Stockholders’ Representative, his successorsand on any other action taken or purported to be taken on behalf of any holder of Company Capital Stock or Management Contributor by the Stockholders’ Representative, assignsas being fully binding upon such Person. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the holders of Company Capital Stock and the Management Contributors. Any decision or action by the Stockholders’ Representative hereunder, agentsincluding any agreement between the Stockholders’ Representative and Parent relating to the defense, attorneys payment or settlement of any claims to hold harmless, indemnify, compensate, reimburse or pay any Indemnitee hereunder, shall constitute a decision or action of all holders of Company Capital Stock and affiliates all Management Contributors and shall be final, binding and conclusive upon each such Person. No holder of Company Capital Stock or Management Contributor shall have the right to object to, dissent from, protest or otherwise contest the same. (b) If the Stockholders’ Representative shall for any reason become unable to fulfill its responsibilities as the agent of the holders of Company Capital Stock, then Xxxxxxx Xxxx shall, within ten (10) days after the date upon which the Stockholders’ Representative becomes unable to fulfill its responsibilities, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the “Stockholders’ Representative” for all purposes hereunder. (c) No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative Parties”) shall not be liable for any act done or omitted hereunder as Stockholders’ Representative except in each case if and to the extent a court of competent jurisdiction has finally determined that the Stockholders’ Representative has engaged in willful misconduct. The holders of Company Capital Stock shall severally indemnify the Stockholders’ Representative and hold the Stockholders’ Representative Parties harmless against any and all lossesloss, Liabilities liability or expenses expense incurred without bad in good faith on the part of the Stockholders’ Representative and arising out of or in connection with his the acceptance or administration of the Stockholders’ Representative’s duties as hereunder. (d) The Stockholders’ Representative is serving in this capacity solely for purposes of administrative convenience. The Stockholders’ Representative, including as such, is not personally liable for any of the reasonable costs obligations of the holders of Company Capital Stock or Management Contributors hereunder, and expenses incurred by the Indemnitees agree that they will not look to the underlying assets of the Stockholders’ Representative in defending against for the satisfaction of any claim obligations of the holders of Company Capital Stock or Liability in connection herewiththe Management Contributors.

Stockholders’ Representative. Each Principal Stockholder hereby (a) By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any such stockholder, each stockholder shall be deemed to have irrevocably constitutes constituted and appoints Xxxxxxxxxxx appointed Xxxxx Xxxxxxx (and by execution of this Agreement such Person hereby accepts such appointment) to act as the “Stockholders’ Representative”), Stockholders Representative under this Agreement in accordance with the terms of this Section 8.1 and (ii) the Stockholders Representative as such Principal Stockholder’s agent and attorney-in-factfact for and on behalf of the stockholders of the Company (in their capacity as such), with full power and authority to act, including full power of substitution, to act in histhe name, her or its name place and on his, her or its behalf stead of each stockholder with respect to Section 2.4 and to facilitate the consummation of the transactions contemplated hereby, including the taking by the Stockholders Representative of any and all matters arising from actions and the making of any decisions required or permitted to be taken by the Stockholders Representative under Section 2.4 (it being understood that the stockholders shall have no right to pursue any claim on behalf of any Indemnified Parties in any way relating respect of the rights granted to this Agreement Indemnified Parties under Section 5.10) and to accept on behalf of each stockholder service of process and any other agreement entered into in connection with this Agreement (including notices required to be served on the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as stockholders. All such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative actions shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this be facts ascertainable outside the Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative and shall be binding upon each and every Principal Stockholder, and (iii) except on the stockholders as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf a matter of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreementcontract Law. This appointment of agency and this The power of attorney granted in this Section 8.1 is coupled with an interest and is irrevocable, may be delegated by the Stockholders Representative and shall survive the death or incapacity of each stockholder. Such agency may be changed by the holders of a majority in interest of the Shares as of Closing. For the avoidance of doubt, any compromise or settlement of any matter by the Stockholders Representative hereunder shall be irrevocable binding on, and fully enforceable against, all stockholders. No bond shall be required of the Stockholders Representative, and the Stockholders Representative shall receive no compensation for his services. The Stockholders Representative may designate another Person, upon whose instruction Parent and the Surviving Company shall be entitled to rely, without any investigation or inquiry, as having been taken or not taken upon the authority of the Stockholders Representative. (b) The Stockholders Representative shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability liable to any Principal Stockholder by virtue stockholder for any act of the failure or refusal Stockholders Representative taken in good faith and in the exercise of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative reasonable judgment and arising out of or in connection with the acceptance or administration of his duties under this Agreement (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment), except to the extent of any losses actually incurred by such Person as a proximate result of the gross negligence or bad faith of the Stockholders Representative. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any stockholder, each stockholder shall be deemed to hereby (i) agree that the Stockholders Representative shall not be liable for, and may seek indemnification from the stockholders for, any damages incurred by the Stockholders Representative (or any member thereof) while acting in good faith and in the exercise of his reasonable judgment and arising out of or in connection with the acceptance or administration of his duties under this Agreement, and (ii) release the Stockholders Representative from any liability for any action taken or not taken by the Stockholders Representative in his capacity as such under or in connection with this Agreement, in each such case except to the extent that any such damages are the proximate result of the gross negligence or bad faith of the Stockholders Representative. (c) From and after the Effective Time, a decision, act, consent or instruction of the Stockholders Representative with respect to Section 2.4 shall constitute a decision of all stockholders and shall be final, binding and conclusive upon each stockholder, and Parent may conclusively rely upon any decision, act, consent or instruction of the Stockholders Representative as being the decision, act, consent or instruction of each stockholder. Parent is hereby relieved from any liability to the Stockholders Representative or any stockholder for any acts done by Parent in accordance with any such decision, act, consent or instruction of the Stockholders Representative. The Stockholders acknowledge that Stockholders Representative shall not have any obligations to the stockholders to expend or risk his own funds or otherwise incur any financial liability in the exercise or performance of any of his powers, rights, duties or privileges or pursuant to this Agreement, or the transactions contemplated hereby or thereby. Furthermore, the Stockholders Representative shall not have any obligations to the stockholders to take any action unless the Stockholders Representative has been provided with funds, security or indemnities which, in his determination, are sufficient to protect the Stockholders Representative against the costs, expenses and liabilities which may be incurred by the Stockholders Representative in performing such actions. (d) The Stockholders Representative shall treat confidentially any nonpublic information disclosed to it pursuant to this Agreement and shall not use such nonpublic information other than in the performance of his duties as Stockholders’ the Stockholders Representative. In addition, the Stockholders Representative shall not disclose any nonpublic information disclosed to it pursuant to this Agreement to anyone except as required by Law; provided, that (i) the Stockholders Representative may disclose such nonpublic information to his legal counsel and other advisors under an obligation of confidentiality and non-use in its capacity as such (for the purpose of advising the stockholders on any information disclosed to such Stockholders Representative pursuant to this Agreement), (ii) the Stockholders Representative (or legal counsel or other advisor to whom information is disclosed pursuant to clause (i) above) may disclose such nonpublic information in any Action relating to this Agreement or the transactions contemplated hereby (or, in either case, discussion in preparation therefor) any information disclosed to the Stockholders Representative pursuant to this Agreement and (iii) the Stockholders Representative may disclose to any stockholder or Parent any information disclosed to the Stockholders Representative, including on a need-to-know basis; provided, that such stockholder or Parent, as applicable, (A) agrees to observe the reasonable costs terms of this Section 8.1(d) with respect to such information or (B) is bound by an obligation of confidentiality to the Stockholders Representative of at least as high a standard as those imposed on the Stockholders Representative under this Section 8.1(d); provided, however, that Parent may in good faith designate any information provided to the Stockholders Representative to be sensitive and expenses incurred proprietary as to Parent, the Surviving Company, or any of their Affiliates, in which case such information may not be disclosed by the Stockholders’ Stockholders Representative to the stockholders; provided, further, that with respect to any such sensitive and proprietary information, Parent and the Stockholders Representative shall work together in defending against any claim good faith to prepare a summary or Liability in connection herewithabstract of such information that may be disclosed by the Stockholders Representative to the stockholders.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Upon the Effective Time and appoints Xxxxxxxxxxx Xxxxxxx without further act of any Stockholder, Vasa (the “"Stockholders’ ' Representative”), ") shall be appointed as such Principal Stockholder’s agent and attorney-in-factfact for each Stockholder, for and on behalf of each such Stockholder, with full power of substitution, and with full power and authority to act, including full power of substitution, in his, her or its name represent the Stockholders and on his, her or its behalf their successors with respect to all matters arising from under this Agreement, and all actions taken by the Stockholders' Representative hereunder shall be binding upon such Stockholders and their successors as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Stockholders' Representative shall have full power and authority, on behalf of all the Stockholders and their successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any "Claim of Damages" made by an Indemnified Party, to assert Claims of Damages against any Indemnifying Party, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to authorize delivery of any payments to be made with respect thereto. (b) The Stockholders' Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Stockholders' Representative as hereinafter provided. In case of such resignation, or in the event of the death or inability to act of the Representative, a successor shall be named in accordance with an agreement by and between the Stockholders of even date herewith (the "Stockholders' Agreement"). Each such successor Stockholders' Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein shall be deemed to include such successor Stockholders' Representative. (c) In performing any way relating to of his duties under this Agreement and any other agreement entered into in connection with this Agreement (including Agreement, or upon the Ancillary Agreements) or the Transaction, including to do all things and claimed failure to perform all acts required his duties hereunder, the Stockholders' Representative shall not be liable to the Stockholders or deemed advisableanyone else for any damages, losses or expenses which they may incur as a result of any act, or failure to act under this Agreement; provided, however, that the Stockholders' Representative shall be liable for damages arising out of actions or omissions that both (i) were taken or omitted not in its sole discretiongood faith and (ii) constituted willful default or gross negligence under this Agreement. Accordingly, in connection the Stockholders' Representative shall not incur any such liability with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, respect to (i) any communication action taken or other delivery validly delivered omitted to be taken in good faith upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholders’ ' Representative shall be deemed to have been validly delivered to each Principal Stockholder, hereunder; or (ii) any consent given action taken or waiver omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any provision information contained therein, which the Stockholders' Representative shall in good faith believe to be genuine, to have been signed or presented by the purported proper person or persons and to conform with the provisions of this Agreement. The limitation of liability provisions of this Section shall survive the termination of this Agreement and the resignation of the Stockholders' Representative. The Stockholders shall severally indemnify the Stockholders' Representative and hold him harmless against any loss, liability or expense (including any other agreement entered into in connection with this Agreement, expenses of legal counsel retained by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii' Representative) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without willful default, gross negligence or bad faith on the part of the Stockholders’ ' Representative and arising out of or in connection with the acceptance or administration of his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithhereunder.

Stockholders’ Representative. Each Principal Stockholder hereby (a) The Indemnifying Parties, by adopting this Agreement and/or approving the transactions contemplated hereby, by receiving the applicable portions of the Merger Consideration pursuant to this Agreement and/or by receiving a payment pursuant to the Management Acquisition Bonus Plan, irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (appoint the “Stockholders’ Representative”), Representative as such Principal Stockholder’s their agent and attorney-in-factfact to act on behalf of each of the Indemnifying Parties, in connection with full and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority authority: (i) for the purposes of ARTICLE VII, to actgive and receive notices and communications, including full power to authorize delivery to any Parent Indemnified Party of substitutioncash from the Escrow Fund in satisfaction of claims by a Parent Indemnified Party, in histo agree to, her or its name negotiate, enter into settlements and on hiscompromises of, her or its behalf and bring suit and comply with orders and awards of courts with respect to such claims, and to take all matters arising from actions necessary or appropriate in any way relating the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. (ii) to this Agreement execute and any other agreement entered into deliver such waivers and consents in connection with this Agreement (including and the Ancillary Agreements) or consummation of the Transaction, including to do all things transactions contemplated hereby and to perform all acts required or deemed advisablethereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (iii) to enforce and protect the rights and interests of the Company Stockholders and to enforce and protect the rights and interests of all Indemnifying Parties arising out of or under or in connection with the Transaction as fully as such Principal Stockholder could if then personally present any manner relating to this Agreement, and acting alone. Without limitationany other document contemplated hereby, (i) and to take any communication or other delivery validly delivered to and all actions which the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given believes are necessary or waiver of any provision of appropriate under this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder the Indemnifying Parties; (iv) to refrain from enforcing any amendment right of the Indemnifying Parties or any of them and/or the Stockholders’ Representative arising out of or under or in any manner relating to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability document contemplated hereby; provided, however, that no such failure to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith act on the part of the Stockholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Stockholders’ Representative or by the Indemnifying Parties unless such waiver is in writing signed by the waiving party or by the Stockholders’ Representative; and (v) to make, execute, acknowledge and arising out of 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 and all other documents contemplated hereby. (b) The Stockholders’ Representative may resign upon written notice to the Surviving Corporation, with or without cause, and the holders of a majority interest of the Indemnity Escrow Amount shall appoint a successor. Additionally, the Stockholders’ Representative may be changed by the Indemnifying Parties upon 10 days’ prior written notice to Parent, signed by a majority in interest of the Indemnity Escrow Amount. The outgoing Stockholders’ Representative shall be entitled to immediate reimbursement of all Stockholders’ Representative Expenses pursuant to Section 7.6(f) (with any balance in the Stockholders’ Representative Fund to inure to the benefit of the succeeding Stockholders’ Representative, and with any remaining balance to be paid to the Indemnifying Parties based on their Pro Rata Portion, as described in Section 7.6(f)), and in all cases subject to the terms of this Section 7.6. The successor shall be entitled to all the rights, powers, immunities and privileges as was his duties or her predecessor, without the need of any further act or writing. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive compensation for his or her services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Indemnifying Parties. (c) The Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative, including whether or not in reliance upon any notice, direction, instruction, consent, statement or other document, except to the reasonable extent arising from the gross negligence or willful misconduct of the Stockholders’ Representative (and any action taken or omitted to be taken upon the advice of counsel shall be conclusive evidence of the absence of gross negligence or willful misconduct). (d) A decision, act, consent or instruction of the Stockholders’ Representative with respect to the matters regarding the Escrow Fund contemplated by this Section 7.6 shall constitute a decision of all of the Company Stockholders and shall be final, binding and conclusive, and the Parent Indemnified Parties may rely upon any such decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each Indemnifying Party. The Parent Indemnified Parties are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders’ Representative. (e) Parent and Sub, on behalf of all Parent Indemnified Parties, hereby agree that any notice, right, or obligation required to be delivered to, performed by, or asserted by the Indemnifying Parties regarding the Escrow Fund shall be delivered to, performed by or asserted by the Stockholders’ Representative. (f) Each of the Indemnifying Parties, by adopting this Agreement and/or approving the transactions contemplated hereby, by receiving the applicable portions of the Merger Consideration pursuant to this Agreement and/or by receiving a payment pursuant to the Management Acquisition Bonus Plan, agrees to release and hold harmless, and indemnify, each Person who acts as Stockholders’ Representative with respect to all actions, decisions, elections or other determinations made by such Persons in the performance of their duties as the Stockholders’ Representative, except to the extent arising from the gross negligence or willful misconduct of any such Person (and any action taken or omitted to be taken upon the advice of counsel shall be conclusive evidence of the absence of gross negligence or willful misconduct). Such indemnity shall be paid first from the Stockholders’ Representative Fund to the extent then available, and thereafter directly from the Indemnifying Parties on a several and not joint basis. The availability of indemnity for Persons who act as the Stockholders’ Representative shall be subject to the same privileges as contemplated for directors of a Delaware corporation under DGCL Section 145; provided, that solely the Indemnifying Parties (and not the Parent, Company nor any other their affiliates) shall be liable therefor. In addition, each Indemnifying Party agrees that the costs and expenses incurred by the Stockholders’ Representative in defending against the performance of his or her duties hereunder (such costs and expenses, the “Stockholders’ Representative Expenses”) shall be paid for and be the responsibility of the Indemnifying Parties in accordance with their Pro Rata Portions. Within one (1) Business Day after the Closing, Parent shall deliver to the Stockholders’ Representative an amount in cash equal to $250,000 (the “Stockholder Representative Fund Amount”) from the portion of the Merger Consideration and payments under the Management Bonus Plan payable to the Indemnifying Parties at Closing in accordance with their respective Pro Rata Portions, to an account specified by the Stockholders’ Representative on or prior to Closing Date as the fund for reimbursement of Stockholders’ Representative Expenses (the “Stockholders’ Representative Fund”). Any balance of the Stockholders’ Representative Fund not used for such reimbursement by the Stockholders’ Representative or its successor(s), shall be returned by the Stockholders’ Representative to the Indemnifying Parties in accordance with their Pro Rata Portions, at such time as the Stockholders’ Representative reasonably determines in his sole discretion that such a balance is no longer needed to carry out the duties of the Stockholders’ Representative hereunder. All Stockholders’ Representative Expenses shall be paid first from the Stockholders’ Representative Fund, to the extent then available, and thereafter directly from the Indemnifying Parties on a several and not joint basis. Without limiting the right of the Stockholders’ Representative to such reimbursement or such indemnity from the Stockholders’ Representative Fund or directly from the Indemnifying Parties, following the date on which the Escrow Fund is finally released to the Indemnifying Parties and the satisfaction or resolution of all claims made by Parent Indemnified Parties for Losses, the Stockholders’ Representative shall have the right, but not the obligation, to recover any claim Stockholders’ Representative Expenses not covered by the Stockholders’ Representative Fund from the Escrow Fund prior to any distribution to the Indemnifying Parties and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholders’ Representative Expenses actually incurred, but not to the extent covered by the Stockholders’ Representative Fund. (g) The parties agree that the Stockholders’ Representative shall have reasonable access, during normal business hours and upon reasonable notice, to information about the Company (as the Surviving Corporation) and Parent and the reasonable assistance of the Company’s (as the Surviving Corporation) and Parent’s officers and employees to the extent required solely for purposes of performing his or Liability her duties and exercising his or her rights under this Agreement upon execution of a non-disclosure agreement under which the Stockholders’ Representative agrees to treat confidentially and not disclose any nonpublic information from or about the Company (as the Surviving Corporation), Parent or their Affiliates to anyone (except on a need to know basis to individuals (identified to the company and Parent in connection herewithwriting in advance) who agree in writing to treat such information confidentially) or use such information for any other purpose.

Stockholders’ Representative. Each Principal Stockholder (a) By virtue of the execution of the applicable Closing Agreements, each of the Company Stockholders has irrevocably constituted and appointed, Kohlberg CPC Rep, L.L.C. (and by its execution of this Agreement as Stockholders’ Representative, Kohlberg CPC Rep, L.L.C. hereby irrevocably constitutes accepts its appointment) as the true, exclusive and appoints Xxxxxxxxxxx Xxxxxxx lawful agent and attorney-in-fact (the “Stockholders’ Representative”)) of the Company Stockholders to act in the name, as such Principal Stockholder’s agent place and attorney-in-fact, with full power and authority to act, including full power stead of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, Company Stockholders in connection with the Transaction transactions contemplated by this Agreement, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Company Stockholders in any action, suit or proceeding involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (i) to have been validly delivered act for the Company Stockholders with regard to each Principal Stockholdermatters pertaining to indemnification referred to in this Agreement, including the power to compromise or settle any indemnity claim on behalf of the Company Stockholders and to transact matters of litigation or other actions, suits or proceedings; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to do or refrain from doing any consent given further act or waiver deed on behalf of any provision the Company Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement or as fully and completely as the Company Stockholders could do if personally present; and (iv) to receive service of process on behalf of any other agreement entered into Company Stockholder in connection with any claims under this Agreement. (b) The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to the Surviving Corporation by the Company Stockholders holding at least a majority of outstanding shares of Company Common Stock as of immediately prior to the Effective Time. Parent, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Representative in all matters referred to herein. (c) The Stockholders’ Representative will incur no liability to any Company Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative shall to be binding upon each genuine and every Principal Stockholder, to have been signed by the proper Person (and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized shall have no responsibility to execute determine the authenticity thereof), nor for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into action or inaction, except its own gross negligence, bad faith or willful misconduct. (d) The Company Stockholders shall severally, in connection accordance with this Agreement. This appointment of agency and this power of attorney is coupled with an interest limited to their applicable Pro Rata Share, and shall be irrevocable not jointly, indemnify and shall not be terminated by any Principal Stockholder or by operation of law. Neither hold harmless the Stockholders’ Representative nor against any agent employed loss, liability or expense incurred by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders(without gross negligence, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith or willful misconduct on the part of the Stockholders’ Representative and Representative) arising out of or in connection with his duties as the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable costs fees and expenses incurred of any legal counsel (or other advisor) retained by the Stockholders’ Representative in defending against any claim or Liability in connection herewithRepresentative.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Exxx Xxxxxxxxxx (such person and appoints Xxxxxxxxxxx Xxxxxxx (any successor or successors being the “Stockholders’ Representative”) shall act as the representative of the Company Holders, and shall be authorized to act on behalf of the Company Holders and to take any and all actions required or permitted to be taken by the Stockholders’ Representative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnitee or a Company Holder Indemnitee (as the case may be) for indemnification pursuant to Article VIII (including, without limitation, the exercise of the power to (i) authorize the delivery of payments from the Holdback amount to a Parent Indemnitee in satisfaction of claims by a Parent Indemnitee, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing). In all matters relating to Article VIII, as such Principal Stockholder’s agent the Stockholders’ Representative shall be the only party entitled to assert the rights of the Company Holders, and attorney-in-factthe Stockholders’ Representative shall perform all of the obligations of the Company Holders hereunder. The Parent Indemnitees shall be entitled to rely on all statements, with full power representations, and authority to act, including full power decisions of substitution, the Stockholders’ Representative. (b) The Company Holders shall be bound by all actions taken by the Stockholders’ Representative in his, her or its name capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Stockholders’ Representative shall promptly, and in any event within five (5) business days, provide written notice to the Company Holders of any action taken on behalf of them by the Stockholders’ Representative pursuant to the authority delegated to the Stockholders’ Representative under this Section 10.13. The Stockholders’ Representative shall at all times act in his, her or its behalf with respect to all matters arising from or capacity as Stockholders’ Representative in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to a manner that the Stockholders’ Representative shall believes to be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver in the best interest of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of lawCompany Holders. Neither the Stockholders’ Representative nor any agent employed by it of its directors, officers, agents, or employees, if any, shall incur any Liability be liable to any Principal Stockholder person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ Representative may consult with legal counsel, independent public accountants and other experts selected by virtue it. The Stockholders’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the failure terms, covenants, or refusal conditions of this Agreement. (c) Each Company Holder shall indemnify and hold harmless and reimburse the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance from and against such Company Holder’s ratable share of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all liabilities, losses, Liabilities damages, claims, costs or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of suffered or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. (d) Notwithstanding anything to the contrary herein, the Stockholders’ Representative is not authorized to, and shall not, accept on behalf of any Company Holder any Merger Consideration to which such Company Holder is entitled under this Agreement and the Stockholders’ Representative shall not in defending against any claim manner exercise, or Liability seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Holder unless the Stockholders’ Representative is expressly authorized to do so in connection herewitha writing signed by such Company Holder.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Xxxxxxxx Xxxxxxx shall be appointed and appoints Xxxxxxxxxxx Xxxxxxx authorized a agent and representative under this Agreement (the “Stockholders’ Representative”)) to take such action, as he determines in his judgment appropriate, on behalf of the Companies and the Stockholders, to exercise such rights, power and authority, as such Principal Stockholder’s agent Companies and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to Stockholders may have under this Agreement and otherwise as are authorized, delegated and granted to the Stockholders’ Representative on behalf of such Person. (b) The Stockholders’ Representative shall not (i) be liable to the Stockholders for any other agreement entered into actions taken or omitted to be taken by it or any agent employed by it under or in connection with this Agreement (including the Ancillary Agreements) or the Transactiontransactions contemplated hereby, including or (ii) owe any fiduciary duty or have any fiduciary responsibility to do all things and to perform all acts required any of the Stockholders or deemed advisable, in its sole discretion, in connection with the Transaction Company as fully a result of actions taken as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed pursuant to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by except for such actions taken or omitted to be taken resulting from the Stockholders’ Representative’s willful misconduct. The Stockholders’ Representative shall not be binding upon each and every Principal Stockholderliable to any Stockholder for any apportionment or distribution of payments made by it in good faith, and (iii) except as otherwise provided and, if any such apportionment or distribution is subsequently determined to have been made in Section 11.1error, the sole recourse of any Stockholder to whom payment was due, but not made, shall be to recover from other Stockholders’ Representative is hereby authorized , as applicable, any payment in excess of the amount to execute for and on behalf of each Principal Stockholder any amendment which they are determined to have been entitled pursuant to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. (a) Each Principal Stockholder holder of Company Common Stock, by signing this Agreement, designates Xxxxxx X. Xxxxxx or, in the event that Xxxxxx X. Xxxxxx is unable or unwilling to serve, now or in the future, Xxxxxx X. Xxxxxx, to be the Stockholders' Representative for purposes of this Agreement. The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) Clarant and Newco shall be entitled to rely upon any communication or writings given or executed by the Stockholders' Representative. All notices to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby irrevocably constitutes consent and appoints Xxxxxxxxxxx Xxxxxxx agree that the Stockholders' Representative is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the “Stockholders’ Representative”), as such Principal Stockholder’s agent true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative; and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into advisable in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is coupled with an granted subject to the interest of the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal Stockholder or act of either Stockholder, by operation of law. Neither the Stockholders’ Representative nor any agent employed , whether by it shall incur any Liability to any Principal Stockholder by virtue of the failure death or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithevent.

Stockholders’ Representative. Each Principal Stockholder (a) The Stockholders hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx authorize Xxxx Xxxxx as the Stockholders' Representative (the “"Stockholders’ ' Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority ") to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to (i) take all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitationwaiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Management Stockholders may be required to indemnify the Buyer or the Company pursuant to Section 10 hereof, (iii) give and receive all notices required to be given under the Agreement and (iii) take any communication and all additional action as is contemplated to be taken by or on behalf of the Stockholders and/or the Management Stockholders by the terms of this Agreement; provided, however, that notwithstanding any other delivery validly delivered provision of this Agreement, the Stockholders' Representative shall have no authority, prior to the Closing, to agree to any change to, or waiver of, any material provision of this Agreement without the prior written approval of the holders of a majority in interest of the outstanding shares of Series A Preferred Stock of the Company or, following the Closing, to agree to any change to, or waiver of, any material provision of this Agreement which would materially and adversely affect the interests of BancBoston Ventures, Inc. or Zero Stage Capital V L.P., or their successors or assigns. (b) In the event that the Stockholders’ ' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, Stockholders holding, prior to the Closing, a majority of the Shares shall select another representative to fill such vacancy and such substituted representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision be the Stockholders' Representative for purposes of this Agreement or any other agreement entered into in connection with this Agreement, . (c) All decisions and actions by the Stockholders’ ' Representative, including, without limitation, any agreement between the Stockholders' Representative and the Buyer relating to the defense or settlement of any claims for which the Management Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Section 10 hereof, shall be binding upon each all of the Stockholders. (d) By their execution of this Agreement, the Stockholders agree that: (i) the Buyer shall be able to rely conclusively on the instructions and every Principal Stockholderdecisions of the Stockholders' Representative as to the settlement of any claims for indemnification by the Buyer pursuant to Section 10 hereof or any other actions required to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders; (iii) except as otherwise provided in Section 11.1the provisions of this Subsection 1.04 are independent and severable, the Stockholders’ Representative is hereby authorized to execute for are irrevocable and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by enforceable notwithstanding any Principal rights or remedies that any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or may have in connection with his duties as Stockholders’ Representativethe transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Subsection 1.04 are inadequate; therefore, including the reasonable costs Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Subsection 1.04; and (v) the provisions of this Subsection 1.04 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (e) Any fees and expenses incurred by the Stockholders’ ' Representative shall be paid by the Management Stockholders in defending against proportion to their ownership of Shares as set forth on Schedule I attached hereto; provided, however, that the -------- - -------- ------- Stockholders shall reimburse the Stockholders' Representative for any claim or Liability fees and expenses incurred in connection herewithwith the services rendered by such person which financially benefit all Stockholders, and each Stockholder shall severally but not jointly contribute to reimbursement of such expenses as their interests appear in the Company prior to the Closing. The Stockholders' Representative shall give each Stockholder at least fifteen (15) days' prior notice prior to taking any action after the Closing for which he intends to seek reimbursement hereunder.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Stockholder, by signing this Agreement, designates Fred X. Xxxxxxxx (xx, in the event that Fred X. Xxxxxxxx xx unable or unwilling to serve, or resigns, Jamex X. Xxxxx) xx be such Stockholders' representative for purposes of this Agreement (the “"Stockholders’ ' Representative”"). The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) UniCapital and Newco shall be entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative is authorized to accept deliveries, as such Principal Stockholder’s agent including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-factfact of each Stockholder, with full power and authority to act, including full power of substitution, in his, his or her or its name and on his, his or her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 12 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is granted subject to and coupled with an the interest of such Stockholder and the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal Stockholder or act of any Stockholder, by operation of law. Neither , whether by such Stockholder's death or any other event. (d) Notwithstanding the foregoing, the Stockholders’ ' Representative nor shall inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any agent employed rights, power or authority proposed to be done, given, or taken by it shall incur any Liability to any Principal Stockholder such Stockholders' Representative or taken by virtue of the failure or refusal of the such Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ ' Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties shall act as Stockholders’ Representative, including the reasonable costs and expenses incurred directed by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder 6.01 The Stockholders, and each of them, hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoint the Stockholders' Representative as their agent to (the “Stockholders’ Representative”)i) represent, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name act for and on hisbehalf of, her or its behalf with respect to and bind each of the Stockholders in the performance of all matters of their obligations arising from or in any way relating to this Escrow Agreement, including, without limitation (a) the execution and delivery of any document, certificate or agreement required under this Escrow Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly be delivered to by the Stockholders’ Representative shall be deemed ; (b) the negotiation and settlement of claims of IWI in respect of the Escrowed Property and the making of any objection to have been validly delivered to each Principal Stockholder, such claims; and (c) the representation of the Stockholders at any arbitration or litigation in respect of the foregoing; (ii) any consent given give and receive notices and receive service of process under or waiver of any provision of pursuant to this Agreement or any other agreement entered into in connection with this Escrow Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, ; and (iii) except as otherwise provided to represent, act for, and bind each of the Stockholders in Section 11.1, the performance of all of their obligations arising from or related to this Escrow Agreement. The Stockholders' Representative hereby accepts such appointment. 6.02 In the event that the Stockholders’ ' Representative is hereby authorized shall resign or otherwise be unable to execute fulfill its duties hereunder, a successor Stockholders' Representative shall be selected by the Stockholders entitled to a majority of the Escrowed Property as soon as reasonably practicable thereafter. If the Stockholders desire to remove or replace the Stockholders' Representative for and on behalf any reason, any such Stockholders' Representative may be so removed or replaced by the Stockholders entitled to receive a majority of each Principal Stockholder any amendment to this Agreement such Escrowed Property. Any decision, act, consent or any other agreement entered into in connection with this Agreement. This appointment instruction of agency and this power the Stockholders' Representative shall constitute a decision of attorney is coupled with an interest the Stockholders and shall be irrevocable conclusive and shall not be terminated by any Principal Stockholder or by operation of law. Neither binding upon the Stockholders’ Representative nor , and IWI and the Escrow Agent may rely upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure such decision, act, consent or refusal instruction of the Stockholders’ ' Representative for any reason to consummate as being the Transaction decision, act, consent or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part instruction of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Stockholder, by signing this Agreement, designates Warrxx X. Xxxxx (xx, in the event that Warrxx X. Xxxxx xx unable or unwilling to serve, Stuaxx Xxxxxxx) xx be such Stockholders' representative for purposes of this Agreement (the “"Stockholders’ ' Representative”"). The Stockholders shall be bound by any and all actions taken by the Stockholders' Representative on their behalf. (b) UniCapital and Newco shall be entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree that the Stockholders' Representative is authorized to accept deliveries, as such Principal Stockholder’s agent including any notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-factfact of each Stockholder, with full power in his or her name, place and authority steax xxx on his or her behalf to act, including full power act according to the terms of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement in the absolute discretion of the Stockholders' Representative, and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable, in its sole discretion, advisable in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver Article 12 of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney and all authority hereby conferred is granted subject to and coupled with an the interest of such Stockholder and the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any Principal act of any Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed , whether by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder such Stockholder's death or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithother event.

Stockholders’ Representative. Each Principal Stockholder The Stockholders hereby irrevocably constitutes appoint Xxxxx X. Xxxxxx as the true and appoints Xxxxxxxxxxx Xxxxxxx lawful agent and attorney-in-fact (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, ) of the Stockholders with full power of substitution to act in the name, place and authority to act, including full power stead of substitution, in his, her or its name and on his, her or its behalf the Stockholders with respect to all matters arising from or the surrender of the stock certificates owned by each of the Stockholders to Federal in accordance with the terms and provisions of this Agreement, and to act on behalf of the Stockholders in any way relating to litigation or arbitration involving this Agreement Agreement, act as the paying agent on behalf of the Stockholders, do or refrain from doing all such further acts and any other agreement entered into in connection with this Agreement (including things, and execute all such documents as the Ancillary Agreements) Stockholders’ Representative shall deem necessary or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, appropriate in connection with the Transaction transactions contemplated by this Agreement, including, without limitation, the power: 2.4.1 to act for the Stockholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of the Stockholders and to transact matters of litigation; 2.4.2 to execute and deliver all ancillary agreements, certificates and documents that the Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; 2.4.3 to act as the paying agent and to receive funds and give receipts for funds, including in respect of any adjustments to the Purchase Price, and to do or refrain from doing the actions further described in the Paying Agent Agreement; 2.4.4 to do or refrain from doing any further act or deed on behalf of the Stockholders that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement and the Paying Agent Agreement as fully and completely as such Principal Stockholder the Stockholders could do if then personally present and acting alonepresent; and 2.4.5 to receive service of process in connection with any claims under this Agreement. Without limitation, (i) any communication or other delivery validly delivered to The appointment of the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable irrevocable, and shall not be terminated by Parent, Federal and CMS may conclusively and absolutely rely, without inquiry, upon any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal action of the Stockholders’ Representative for any reason in all matters referred to consummate herein. If Xxxxx X. Xxxxxx resigns, dies or is otherwise unable to serve as the Transaction or relating Stockholders’ Representative, the successor Stockholders’ Representative shall be designated in writing by the Stockholders who held a majority of the CMS Common Stock immediately prior to the performance Closing, and such designation shall be binding upon all of its the Stockholders. If any individual Stockholders should die or become incapacitated, if any trust or estate should terminate or if any other duties hereunder such event should occur, any action taken by the Stockholders’ Representative pursuant to this Section 2.4 shall be as valid as if such death or any incapacity, termination or other event had not occurred, regardless of its omissions whether or actions not the Stockholders’ Representative, Parent, Federal or CMS shall have received notice of such death, incapacity, termination or other event. All notices and other deliveries required to be made or delivered by Parent, Federal or CMS to the Stockholders shall be made to the Stockholders’ Representative for the benefit of the Stockholders and shall discharge in full all notice requirements of Parent, Federal or CMS to the Stockholders with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold Stockholders hereby confirm all that the Stockholders’ Representative Parties harmless against any and all losses, Liabilities shall do or expenses incurred without bad faith on the part cause to be done by virtue of his appointment as the Stockholders’ Representative of the Stockholders. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with his and their obligations under this Agreement, but the Stockholders’ Representative shall not be responsible to the Stockholders for any loss or damages the Stockholders may suffer by the performance by the Stockholders’ Representative of his duties under this Agreement, other than loss or damage arising from his willful violation of the law or his duties hereunder. The Stockholders’ Representative and his heirs and personal or legal representatives shall be held harmless by the Stockholders from, and indemnified against, any loss or damages arising out of or in connection with the performance of his duties as obligations in accordance with the provisions of this Agreement, except for any of the foregoing arising out of his willful violation of the law. The foregoing indemnity shall survive the resignation or substitution of the Stockholders’ Representative. Notwithstanding anything to the contrary herein, including the reasonable costs and expenses incurred by the Stockholders’ Representative shall have no liability or obligation to any Stockholder Indemnified Party otherwise than, and only to the extent of, his individual liability as a Stockholder as set forth in defending against any claim or Liability in connection herewithSection 7.4.

Stockholders’ Representative. Each Principal (a) By the execution and delivery of this Agreement, including counterparts hereof, each Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”)X. Xxxxxx, and in his absence Xxxxxx X. Xxxxx, as such Principal Stockholder’s the true and lawful agent and attorney-in-fact, fact of such Stockholder with full power powers of substitution (and, if substituted, the Stockholders' Representative will promptly notify Parent of such substitution) to act in the name, place and authority to act, including full power stead of substitution, in his, her or its name and on his, her or its behalf such Stockholder with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this the Escrow Agreement (including together with any permitted successors, the Ancillary Agreements) or "Stockholders' Representative"), as each of them may be from time to time amended, with respect to the Transactiontransfer of such Target Common Stock to the Parent pursuant hereto, including and to do or refrain from doing all things such acts and things, and to perform execute all acts required or deemed advisablesuch documents, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ ' Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given deem necessary or waiver of any provision of this Agreement or any other agreement entered into appropriate in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal StockholderEscrow Agreement or any of the transactions contemplated hereby or thereby, including, without limitation, the power: (i) to receive, hold, and (iii) except as otherwise provided in Section 11.1, deliver to the Stockholders’ Representative is hereby authorized to execute for Parent the certificates evidencing the Target Common Stock accompanied by executed stock powers and any other documents relating thereto on behalf of each Principal Stockholder any amendment such Stockholder; (ii) to this execute and deliver the Escrow Agreement and all other agreements, documents and other papers which the Stockholders' Representative deems necessary or any other agreement entered into appropriate in connection with this Agreement or the Escrow Agreement or any of the transactions contemplated hereby or thereby; (iii) to receive, execute a receipt for, and receipt for the Merger Consideration and other compensation for the Target Common Stock; (iv) to terminate, amend, or waive any provision of this Agreement. This ; (v) to act for such Stockholder with regard to all indemnification matters referred to in this Agreement, including, without limitation, the power to compromise any claim on behalf of such Stockholder; and (vi) to do or refrain from doing any further act or deed on behalf of such Stockholder which the Stockholders' Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder could do if personally present. (b) The appointment of agency and this power of attorney is the Stockholders' Representative shall be deemed coupled with an interest and shall be irrevocable and the Parent and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Stockholders' Representative, as the act of the Stockholders in all matters referred to in this Agreement and the Escrow Agreement. Each of the Stockholders hereby ratifies and confirms all that its said Stockholders' Representative shall do or cause to be done by virtue of its appointment as representative of such Stockholder. The Stockholders' Representative shall act for the Stockholders on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Stockholders' Representative believes to be in the best interest of the Stockholders and consistent with their obligations under this Agreement and the Escrow Agreement, but the Stockholders' Representative shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability responsible to any Principal Stockholder for any loss or damage any Stockholder may suffer by virtue reason of the failure or refusal performance of the Stockholders’ ' Representative of its duties under this Agreement and the Escrow Agreement or with respect to any other matter under this Agreement and the Escrow Agreement, except, in the case of the Stockholders' Representative, for any reason to consummate loss or damage arising from the Transaction Stockholders' Representative's willful violation of law or relating to gross negligence in the performance of its duties hereunder. Each Stockholder has delivered to the Stockholders' Representative its certificates representing the Target Common Stock and all other duties hereunder documents and instruments required to be delivered by them to the Parent at the Closing or which the Stockholders' Representative otherwise deems necessary or desirable in connection with the transactions contemplated by this Agreement and the Escrow Agreement. Each Stockholder shall deliver to the Stockholders' Representative for payment to the Parent upon three (3) business days prior written notice any amount owing by such Stockholder to the Parent under this Agreement and the Escrow Agreement; but nothing herein shall be construed as holding the Stockholders' Representative liable to the Parent for any amount which any such Stockholder does not deliver to the Stockholders' Representative and which the Stockholders' Representative is not otherwise liable for hereunder. (c) Each Stockholder shall, ratably in accordance with its, his or her pro rata portion of its omissions or actions with respect thereto. The Principal Stockholdersthe Merger Consideration, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates ' Representative against any Damages (the “Stockholders’ Representative Parties”) and to hold except such as result from the Stockholders’ ' Representative's willful violation of law or gross negligence in its performance of its duties hereunder) that the Stockholders' Representative Parties harmless against may suffer or incur in connection with this Agreement and the Escrow Agreement or any and all losses, Liabilities action taken or expenses incurred without bad faith omitted by the Stockholders' Representative hereunder. (d) The Stockholders agree that the Parent may rely on the part relevant provisions of this Section 12.16 in dealing with the Stockholders' Representative on behalf of the Stockholders’ Representative . (e) The Parent may, for all purposes of this Agreement and arising out of the Escrow Agreement, assume and treat every notice, payment or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by other action directed to the Stockholders’ ' Representative as if such notice, payment or other action had been directed to each Stockholder and, if a payment, as if it had been paid directly to such Stockholder in defending against any claim or Liability in connection herewiththe correct amount based on such Stockholder's share ownership shown on Annex I attached hereto.

Stockholders’ Representative. Each Principal (a) In order to administer efficiently (i) waiver of any condition to the obligations of the Stockholder to consummate the transactions contemplated hereby and (ii) any rights or obligations of the Selling Stockholders pursuant to the Stock Purchase Agreements, the Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), designates Hisanori Aoyama as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect representative (the "Stockholders' Representative"). (b) The Stockholder hereby authorizes the Stockholders' Representative (i) to take all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction as fully as such Principal waiver of any condition to the obligations of the Stockholder could if then personally present and acting alone. Without limitationto consummate the transactions contemplated hereby, (iii) to give and receive all notices required to be given under this Agreement, and (iii) to take any communication and all additional action as is contemplated, permitted or other delivery validly delivered required by the terms of this Agreement to be taken by or on behalf of the Stockholder. (c) In the event that the Stockholders’ ' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Majority Stockholders (or their respective successors, heirs or executors) shall, in accordance with the Majority Stock Purchase Agreement, promptly select another representative. The Stockholder agrees that any such substituted representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision be the Stockholders' Representative for all purposes of this Agreement or any other agreement entered into in connection with this Agreement, . (d) All decisions and actions by the Stockholders’ ' Representative shall be binding upon each and every Principal the Stockholder, and the Stockholder shall not have the right to object, dissent, protest or otherwise contest the same. (e) By execution of this Agreement, the Stockholder agrees to all of the following matters: (i) the Buyer and its affiliates shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any of the matters described in this Section 1.5, and the Stockholder shall not have any claim against the Buyer or any of its affiliates for any action taken by the Buyer or any of its affiliates in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon the Stockholder, and the Stockholder shall not have any claim against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement; (iii) except as otherwise provided in the provisions of this Section 11.11.5 are independent and severable, the Stockholders’ Representative is hereby authorized to execute for are irrevocable and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable enforceable independently and shall not be terminated by separately from any Principal rights or remedies that the Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or may have in connection with his duties as the transactions contemplated by this Agreement; (iv) money damages for any breach of the provisions of this Section 1.5 would be inadequate; (v) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives and successors of the Stockholder, and any references in this Agreement to the Stockholder shall include the successors to the Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (vi) the Stockholders’ Representative' Representative shall have the authority to execute and deliver on behalf of the Stockholder any agreements, including certificates and instruments contemplated by this Agreement or necessary or appropriate to facilitate the reasonable costs Closing. (f) All fees of and expenses incurred by the Stockholders’ ' Representative in defending against any claim shall be paid by the Selling Stockholders, and the Stockholder shall pay the amount of such fees and expenses reasonably allocated to him, her or Liability in connection herewithit by the Stockholders' Representative.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (a) After the “approval by a majority of the Stockholders of this Agreement, Xxxx Xxxxxxxx, as Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full shall have exclusive power and authority on behalf of the Stockholders and, prior to actthe Effective Time on behalf of the Company, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating action taken pursuant to this Agreement (including with respect to waivers and adjustments to, receipt of, and distribution of, the aggregate Applicable Per Share Merger Consideration). (b) The Stockholders’ Representative shall not (i) be liable to the holders of Company Capital Stock for any other agreement entered into actions taken or omitted to be taken by it or any agent employed by it under or in connection with this Agreement (including the Ancillary Agreements) or the Transactiontransactions contemplated hereby, including or (ii) owe any fiduciary duty or have any fiduciary responsibility to do any of the holders of Company Capital Stock or the Company as a result of actions taken as the Stockholders’ Representative pursuant to this Agreement, except for such actions taken or omitted to be taken resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. Provided that all things payments and distributions made by or at the direction of the Stockholders’ Representative hereunder to perform all acts required or deemed advisablethe holders of Company Capital Stock are made based on the good faith determination of each such holder’s respective Applicable Portion, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall not be deemed liable to any holder of Company Capital Stock if the apportionment with respect to such payment or distribution is subsequently determined to have been validly delivered to each Principal Stockholdermade in error, (ii) any consent given or waiver and the sole recourse of any provision holder of Company Capital Stock to whom such payment or distribution was due, but not made, shall be to recover from other holders of Company Capital Stock any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. (c) If the Stockholders’ Representative incurs any out-of-pocket expenses (including any reasonable fees and expenses of counsel) in its capacity as Stockholders’ Representative under this Agreement or any other agreement entered into in connection with this Agreementany of the transactions contemplated hereby, such out-of-pocket expenses shall be paid from, or reimbursed through deduction from any amounts received by the Stockholders’ Representative that would otherwise be distributable to holders of Company Capital Stock in accordance with their respective Applicable Portions. (d) Buyer and the Surviving Corporation shall have the right to rely upon all actions taken or omitted to be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, taken by the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment pursuant to this Agreement Agreement, all of which actions or any other agreement entered into in connection with this Agreement. This appointment omissions shall be legally binding upon the Stockholders. (e) The grant of agency and this power of attorney authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Stockholder and (ii) shall not be terminated survive the consummation of the Merger, and any action taken by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Stockholder notwithstanding any agent employed by it shall incur any Liability to any Principal Stockholder by virtue contrary action of the failure or refusal direction from such Stockholder, except for actions or omissions of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholdersconstituting gross negligence, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithwillful misconduct.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Upon the Effective Time and appoints Xxxxxxxxxxx Xxxxxxx (without further act of any stockholder of the “Company, the Stockholders’ Representative”), ' Representative shall be appointed as such Principal Stockholder’s agent and attorney-in-factfact for each stockholder, for and on behalf of each such stockholder, with full power and authority to act, including full power of substitution, in his, her or its name represent the Stockholders and on his, her or its behalf their successors with respect to all matters arising from or in any way relating to under this Agreement and the Escrow Agreement, and all actions taken by the Stockholders' Representative hereunder shall be binding upon such stockholders and their successors as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Stockholders' Representative shall have full power and authority, on behalf of all the stockholders of Cerulean and their successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any Claim for Damages against the Escrow Amount made by an Indemnified Party, to assert Claims for Damages against any Indemnifying Party, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to authorize delivery of Escrow Amount pursuant to the Escrow Agreement or any other agreement entered into payments to be made with respect thereto. All determinations of the Stockholders' Representative shall be decided by a majority thereof in connection with the event there is more than one Stockholders' Representative. (b) In performing any of their duties under this Agreement, or upon the claimed failure to perform his duties hereunder, the Stockholders' Representative shall not be liable to the stockholders of the Company for any damages, losses or expenses which they may incur as a result of any act, or failure to act under this Agreement (including the Ancillary Agreements) or the TransactionEscrow Agreement; provided, including however, that the Representative shall be liable for damages arising out of actions or omissions that both (i) were taken or omitted not in good faith and (ii) constituted willful misconduct or gross negligence under this Agreement or the Escrow Agreement. Accordingly, the Stockholders' Representative shall not incur any such Liability with respect to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication action taken or other delivery validly delivered omitted to be taken in good faith upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholders’ ' Representative shall be deemed to have been validly delivered to each Principal Stockholder, hereunder; or (ii) any consent given action taken or waiver omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement or the Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any provision information contained therein, which the Stockholders' Representative shall in good faith believe to be genuine, to have been signed or presented by the purported proper person or persons and to conform with the provisions of this Agreement and the Escrow Agreement. The limitation of liability provisions of this Section shall survive the termination of this Agreement and the resignation of the Representative. The stockholders of Cerulean shall severally indemnify the Stockholders' Representative and hold him harmless against any loss, liability or expense (including any other agreement entered into in connection with this Agreement, expenses of legal counsel retained by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii' Representative) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without willful default, gross negligence or bad faith on the part of the Stockholders’ ' Representative and arising out of or in connection with the acceptance or administration of his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithhereunder.

Stockholders’ Representative. (a) Each Principal Stockholder of the Indemnifying Parties (by execution of a Letter of Transmittal, and by virtue of the adoption of this Agreement and/or the surrender of vested Target Stock Options in exchange for Merger Consideration pursuant to this Agreement, as applicable), hereby irrevocably constitutes appoints Xxxxx Xxxxxxx as its agent and appoints Xxxxxxxxxxx Xxxxxxx attorney-in-fact (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment the Indemnifying Parties to this Agreement give and receive notices and communications (including to Parent), to authorize payment to Parent from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, to consent to or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability object to any Principal Stockholder by virtue calculations of the failure Contingent Consideration, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such matters, and to take all other actions that are either (i) necessary or refusal appropriate in the judgment of the Stockholders’ Representative for any reason the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to consummate time upon not less than 30 days prior written notice to Parent; provided, however, that the Transaction or relating Stockholders’ Representative may not be removed unless holders of a majority interest of the Escrow Fund agree to such removal and to the performance identity of its other duties the substituted agent. A vacancy in the position of Stockholders’ Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholders’ Representative. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Indemnifying Parties. (b) The Stockholders’ Representative shall not be liable for any act done or omitted hereunder or any as Stockholders’ Representative while acting in good faith and in the exercise of its omissions or actions with respect theretoreasonable judgment. The Principal Stockholders, jointly and severally, agree Indemnifying Parties on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys Representative and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all lossesloss, Liabilities liability or expenses expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his the acceptance or administration of the Stockholders’ Representative’s duties as hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representative (“Stockholders’ Representative Expense”). Following the Survival Date and the resolution of all pending claims made by the Indemnified Parties for Losses, and from time to time thereafter, the Stockholders’ Representative shall have the right to recover the Stockholders’ Representative Expenses from any remaining portion of the Escrow Fund, prior to any distribution to the Indemnifying Parties, or if the remaining portion of the Escrow Fund is insufficient, from any Contingent Amount that may be payable, and prior to any such distribution, shall deliver to Parent a certificate setting forth the Stockholders’ Representative Expenses actually incurred. Upon receipt of such certificate, Parent shall pay such Stockholders’ Representative Expenses to the Stockholders’ Representative. Notwithstanding the foregoing, the Stockholders’ Representative’s right to recover Stockholders’ Representative Expenses shall not prejudice Parent’s right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund or otherwise. (c) A decision, act, consent or instruction of the Stockholders’ Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 10.11 and Section 10.13 hereof, shall constitute a decision of the reasonable costs Indemnifying Parties and expenses incurred by shall be final, binding and conclusive upon the Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any Person for any acts done by them in defending against any claim accordance with such decision, act, consent or Liability in connection herewithinstruction of the Stockholders’ Representative.

Stockholders’ Representative. Each Principal Stockholder (a) In order to efficiently administer certain matters contemplated hereby irrevocably constitutes following the Closing, including any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Section 2.6(i), Section 2.9, and appoints Xxxxxxxxxxx Xxxxxxx Section 9, the Participating Securityholders, by the adoption of this Agreement, execution of the Joinder, execution of a Warrant Cancellation Agreement, acceptance of consideration under this Agreement and/or the completion and execution of the Letters of Transmittal, shall be deemed to have designated AEP Holdings LLC as the representative of the Participating Securityholders (the “Stockholders’ Representative”). (b) In the event the Stockholders’ Representative dies, as becomes unable to perform its responsibilities hereunder or resigns from such Principal Stockholder’s agent position (which the Parties agree it may do any time and for any reason, including if the Stockholders’ Representative Reserve is depleted), the Required Stockholders shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By their adoption of this Agreement, execution of the Joinder, execution of a Warrant Cancellation Agreement, acceptance of consideration under this Agreement and/or the delivery of the Letter of Transmittal, the Participating Securityholders shall be deemed to have agreed, in addition to the foregoing, that: (i) the Stockholders’ Representative shall be appointed and constituted the true and lawful attorney-in-factfact of each Participating Securityholder, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating act according to the terms of this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including general to do all things and to perform all acts required including (A) executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisableadvisable in connection with this Agreement, (B) authorizing the delivery of cash or LEC Stock from the Escrow Fund, (C) agreeing to, negotiating, giving and receiving notices in relation to, entering into settlements and compromises of, and complying with arbitration awards and orders of courts with respect to this Agreement, the Escrow Agreement and the Payment Agent Agreement, and (D) taking all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. By execution of this Agreement, the Stockholders’ Representative hereby accepts such appointment; (ii) the Stockholders’ Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Participating Securityholders (in the name of any or all of the Participating Securityholders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in connection with the Transaction such forms and containing such provisions as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall may, in its sole discretion, determine to be deemed to have been validly delivered to each Principal Stockholderappropriate, (iiB) any consent given or waiver of any provision of this Agreement or any give and receive notices and other agreement entered into in connection with communications relating to this Agreement, the Escrow Agreement and the Payment Agent Agreement and the transactions contemplated hereby and thereby (except to the extent that this Agreement contemplates that such notice or communication shall be given or received by the Stockholders’ Representative shall be binding upon each Participating Securityholder individually), (C) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and every Principal Stockholderdisputes arising out of or related to this Agreement, the Escrow Agreement and the Payment Agent Agreement and the transactions contemplated hereby and thereby, and (iiiD) except as otherwise provided engage attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided, however, that the Stockholders’ Representative shall cause all such Persons to be bound by reasonable and customary confidentiality provisions and shall cause LEC and its Affiliates to be named third-party beneficiaries of such provisions with the right to enforce such provisions; (iii) LEC, the Surviving Corporation, the Payment Agent, the Escrow Agent and their respective agents will be entitled to rely conclusively on any reason Allocation Schedule delivered by the Stockholders’ Representative pursuant to consummate Section 2.6(i), or the Transaction instructions and decisions given or relating made by the Stockholders’ Representative as to the performance of its other duties hereunder or any of its omissions the matters described in this Section 2.8, and no party shall have any cause of action against any of the foregoing Persons for any action taken or actions with respect thereto. The Principal Stockholdersnot taken in reliance upon any such instructions or decisions and they hereby waive any such causes of action; (iv) all actions, jointly decisions and severally, agree to indemnify instructions of the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “including any payment amounts set forth on any Allocation Schedule prepared by Stockholders’ Representative Parties”) pursuant to Section 2.6(i), shall be conclusive and to hold binding upon each of the Participating Securityholders, and no Participating Securityholders shall have any cause of action against the Stockholders’ Representative Parties harmless against for any and all lossesaction taken, Liabilities decision made or expenses incurred without bad faith instruction given by the Stockholders’ Representative under this Agreement, except for common law fraud or for willful misconduct on the part of the Stockholders’ Representative; (v) the provisions of this Section 2.8 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Participating Securityholder may have in connection with the transactions contemplated by this Agreement; and (vi) the provisions of this Section 2.8 shall be binding upon the executors, heirs, legal representatives successors and assigns of each Participating Securityholders, and any references in this Agreement to a Participating Securityholder or the Participating Securityholders shall mean and include the successors to the Participating Securityholders’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (d) At the Closing, LEC shall cause to be deposited, in an account designated by the Stockholders’ Representative, One Hundred Fifty Thousand Dollars ($150,000) (the “Stockholders’ Representative Reserve”). The Stockholders’ Representative Reserve (and earnings thereon) may be applied as the Stockholders’ Representative, in its sole discretion, determines to be appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses that the Stockholders’ Representative incurred in connection with the transactions contemplated by this Agreement and its obligations under the Escrow Agreement, including all documented third party costs of the Stockholders’ Representative and services performed by managers of the Stockholders’ Representative at prevailing billing rates, plus overhead of ten percent (10%) (the “Stockholders’ Representative Expenses”). The Participating Securityholders shall not receive interest or other earnings on the Stockholders’ Representative Reserve and the Participating Securityholders irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may have in any interest that may accrue on funds held in the Stockholders’ Representative Reserve. The Participating Securityholders acknowledge that the Stockholders’ Representative is not providing any investment supervision, recommendations or advice. The Stockholders’ Representative shall have no responsibility or liability for any loss of principal of the Stockholders’ Representative Reserve other than as a result of its gross negligence or willful misconduct. The Participating Securityholders agree that the Stockholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholders’ Representative Reserve. The balance of the Stockholders’ Representative Reserve held pursuant to this Section 2.8(d), if any, shall, at the sole discretion of the Stockholders’ Representative and at such time to be determined in the sole discretion of the Stockholders’ Representative, be remitted to LEC (or its designee) for prompt distribution (and, in any case, within fifteen (15) days following receipt of the funds) to the Participating Securityholders by the Payment Agent pursuant to an Allocation Schedule prepared by the Stockholders’ Representative in accordance with Section 2.6(i). For Tax purposes, the Stockholders’ Representative Reserve shall be treated as having been received and voluntarily set aside by the Participating Stockholders at the time of the Closing. (e) As between the Participating Securityholders and the Stockholders’ Representative, the Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel or other third party consultants shall be conclusive evidence of such good faith. The Stockholders’ Representative and its members, managers, successors and assigns shall be entitled to be indemnified and held harmless and reimbursed by the Participating Securityholders against any loss, liability or expense arising out of or in connection with his the acceptance or administration of its duties hereunder or in connection with any Stockholders’ Representative Expenses, in each case as such loss, liability or expense is incurred or suffered; provided, that in the event it is finally adjudicated that such loss, liability or expense or any portion thereof was primarily caused by the gross negligence or willful misconduct of the Stockholders’ Representative, including the reasonable costs and Stockholders’ Representative will reimburse the Participating Securityholders the amount of such indemnified loss, liability or expense attributable to such gross negligence or willful misconduct. Any such losses, liabilities or expenses incurred of the Stockholders’ Representative shall be recovered by the Stockholders’ Representative in defending against the following order: (i) first, from the Stockholders’ Representative Reserve, to the extent any claim funds remain in such fund; or Liability (ii) second, from the Escrow Fund, but solely to the extent of any amounts released to the Participating Securityholders thereunder. No provision of this Agreement, the Escrow Agreement or the Payment Agent Agreement shall require the Stockholders’ Representative to expend or risk its own funds or otherwise incur any financial liability in connection herewiththe exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or the Payment Agent Agreement.

Stockholders’ Representative. Each Principal Stockholder 6.01 The Stockholders, and each of them, hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoint Andrew Edwards (the “"Stockholders’ Representative”)' Xxxxxxxxxxxxve") as their agent to (i) execute and deliver this Escrow Agreement on behalf of the Stockholders and to represent, as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name act for and on hisbehalf of, her or its behalf with respect to and bind each of the Stockholders in the performance of all matters of their obligations arising from or in any way relating to this Escrow Agreement, including, without limitation (a) the execution and delivery of any document, certificate or agreement required under this Escrow Agreement to be delivered by the Stockholders; (b) the negotiation and settlement of claims of Vizacom in respect of the Escrowed Property and for indemnification pursuant to Article VIII of the Merger Agreement and the making of any other agreement entered into objection to such claims; and (c) the representation of the Stockholders at any arbitration or litigation in connection with this Agreement (including respect of the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, foregoing; (ii) any consent given give and receive notices and receive service of process under or waiver of any provision of pursuant to this Agreement or any other agreement entered into in connection with this Escrow Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, ; and (iii) except as otherwise provided to represent, act for, and bind each of the Stockholders in Section 11.1, the performance of all of their obligations arising from or related to this Escrow Agreement and the indemnification provisions of Article VIII of the Merger Agreement. The Stockholders' Representative hereby accepts such appointment. 6.02 In the event that the Stockholders’ ' Representative is hereby authorized shall die, become incapacitated, resign or otherwise by unable to execute fulfill his duties hereunder, a successor Stockholders' Representative shall be selected by the Stockholders entitled to a majority of the Escrowed Property (to the extent not subject to any claim under Article VIII of the Agreement) as Merger soon as reasonably practicable thereafter. If the Stockholders desire to remove or replace the Stockholders' Representative for and on behalf any reason, any such Stockholders' Representative may be so removed or replaced by the Stockholders entitled to receive a majority of each Principal Stockholder any amendment to this Agreement such Escrowed Property. Any decision, act, consent or any other agreement entered into in connection with this Agreement. This appointment instruction of agency and this power the Stockholders' Representative shall constitute a decision of attorney is coupled with an interest the Stockholders and shall be irrevocable conclusive and shall not be terminated by any Principal Stockholder or by operation of law. Neither binding upon the Stockholders’ Representative nor , and Vizacom and the Escrow Agent may rely upon any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure such decision, act, consent or refusal instruction of the Stockholders’ ' Representative for any reason to consummate as being the Transaction decision, act, consent or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part instruction of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder hereby Beecken Pxxxx O’Xxxxx & Company, LLC has been irrevocably constitutes constituted and appoints Xxxxxxxxxxx Xxxxxxx appointed stockholder’s representative (the “Stockholders’ Representative”) for the Holders listed on Schedule 2.5 hereof (each a “Preferred Holder” and collectively, the “Preferred Holders”), as such Principal Stockholder’s Preferred Holders’ agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement, the Escrow Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder Preferred Holder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholdersuch Preferred Holder, (ii) any consent given or waiver of any provision of this Agreement, the Escrow Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal StockholderPreferred Holder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder Preferred Holder any amendment to this Agreement, the Escrow Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability liability to any Principal Stockholder Preferred Holder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal StockholdersPreferred Holders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability liability in connection herewithherewith or the Escrow Agreement.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxx X. Xxxxxxx (the “Stockholders’ Representative”), ) as such Principal Stockholder’s agent and representative, attorney-in-factfact and agent, with full power of substitution to act in the name, place and authority to act, including full power stead of substitution, in his, her or its name and on his, her or its behalf such Stockholder with respect to all matters arising from or the transfer of such Stockholder’s shares of Company Stock to Buyer in any way relating to accordance with the terms and provisions of this Agreement and to act on behalf of such Stockholder in any other agreement entered into litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholders’ Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement Agreement, including, without limitation, the power: (including the Ancillary Agreementsa) to take all action necessary or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, desirable in connection with the Transaction waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement; (b) to receive, hold, and deliver to Buyer the certificates evidencing shares of Company Stock accompanied by executed stock powers and any other documents relating thereto on behalf of such Stockholder; (c) to execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement; (d) to receive funds and give receipt for funds, including in respect of the Per Share Purchase Price, to distribute to the Stockholders their Per Share Purchase Price, and any adjustment thereto; (e) to terminate this Agreement if the Stockholders are entitled to do so; (f) to institute, defend, compromise or settle any indemnification claims pursuant to Article XI of this Agreement (excluding indemnification claims under Section 11.2(b) hereof (relating to representations and warranties set forth in Article IV hereof) or Section 7.14 hereof); (g) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement, including service of process in connection with arbitration; and (h) to take all actions which under this Agreement may be taken by the Stockholders’ Representative and to do or refrain from doing any further act or deed on behalf of such Stockholder which Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Principal Stockholder could do if then personally present and acting alone. Without limitationpresent; provided, that the Stockholders’ Representative shall (i) take reasonable steps to keep the Stockholders informed; and (ii) exercise the foregoing powers in a reasonable and nondiscriminatory manner taking into account the interests of all Stockholders and treating all Stockholders equally on a pro-rata basis. The death or incapacity of any communication or other delivery validly delivered Stockholder shall not terminate the agency and power of attorney granted hereby to the Stockholders’ Representative. The appointment of Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and, notwithstanding the proviso at the end of the foregoing paragraph, Buyer and shall not be terminated by any Principal Stockholder or by operation other person may conclusively and absolutely rely, without inquiry, upon any action of lawStockholders’ Representative, as the action of Stockholders in all matters referred to herein. Neither the All actions, decisions and instructions of Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue be conclusive and binding upon all of the failure Stockholders and no Stockholder shall have any cause of action against Buyer or refusal of the Stockholders’ Representative for any reason to consummate the Transaction action taken or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “not taken by Stockholders’ Representative Parties”) and to hold in his role as such, except for causes of action against the Stockholders’ Representative Parties harmless against with respect to any and all losses, Liabilities action or expenses incurred without omission taken or made fraudulently or in bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representativerespect to such Stockholder. All payments, including the reasonable costs damages, costs, fees and expenses incurred by the Stockholders’ Representative in defending against connection with any claim or Liability dispute with Buyer under this Agreement shall be paid by the Stockholders in connection herewithproportion to their respective percentage ownership of the shares of Company Stock being sold hereunder and may be deducted by Stockholders’ Representative from any amounts otherwise payable to any Stockholder hereunder.

Stockholders’ Representative. Each Principal For the purpose of this Section 10.17, the term “Stockholder” shall be deemed to refer to the Indemnifying Stockholders. The parties acknowledge that: (a) Effective upon the approval of this Agreement and the transactions contemplated hereby, and without further act of any Stockholder, by virtue of executing the Stockholders Written Consent and/or a Letter of Transmittal and/or any other agreement with the Company or by virtue of receiving any portion of the Distributable Proceeds, each Stockholder hereby shall have irrevocably constitutes appointed Xx. Xxxx Xxxxxxxx and appoints Xxxxxxxxxxx Xx. Xxxx Xxxxxxx (the “Stockholders’ Representative”), to act together as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute fact for and on behalf of the Indemnifying Stockholders (the “Stockholders' Representative”) for each Principal such Stockholder (except such Stockholders, if any, as shall have perfected their appraisal or dissenters’ rights under applicable Law), and each such Stockholder authorizes the Stockholders' Representative acting for such Stockholder and in such Stockholder’s name, place and stead, in any and all capacities to do and perform every act and thing required, permitted, necessary or desirable to be done as of the Closing in connection with the transactions contemplated by the Transaction Documents, as fully to all intents and purposes as such Stockholder might or could do in person, including to: (i) take any and all actions (including, executing and delivering any documents, incurring any costs and expenses on behalf of the Stockholders) and make any and all determinations which may be required or permitted in connection with the post-Closing implementation of this Agreement and related agreements and the transactions contemplated hereby and thereby; (ii) give and receive notices and communications thereunder; (iii) negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes with the Parent and any other Parent Indemnified Parties arising out of or in respect of the Transaction Documents, including, claims and disputes pursuant to ‎Article VII of this Agreement; (iv) authorize release of amounts from the Escrow Fund in satisfaction of claims made by the Parent Indemnified Parties thereunder; (v) enter into the Escrow Agreement and act pursuant thereto; (vi) enter into any waiver or amendment of the Escrow Agreement or this Agreement after the Closing; (vii) retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or necessary with respect to the Transaction Documents and the transactions contemplated hereby and thereby; and (viii) make any other decision or election or exercise such rights, power and authority as are incidental to the foregoing. (b) Notwithstanding the foregoing: (i) with respect to any amendment to this Agreement or the Escrow Agreement attached hereto, as between the Stockholders and the Stockholders' Representative, the Stockholders' Representative shall obtain the prior written (including email) approval of Stockholders who held, immediately prior to the Closing, more than fifty percent (50%) of the issued and outstanding Company Shares (on an as converted basis), prior to entering into such amendment; (ii) with respect to any matter which relates to a specific Stockholder, or which would treat a Stockholder materially and adversely different then the other agreement entered into Stockholders hereunder, including a claim for indemnification from a specific Stockholder, as between such Stockholder and the Stockholders' Representative, the Stockholders' Representative shall not take any action on account of such Stockholder relating to such matter, without the prior written (including email) consent of such Stockholder. Such Stockholder shall be entitled to appoint a representative on behalf of itself to act as its representative hereunder solely with respect to such matter and without affecting any of the other Stockholders, in which case the Stockholder's Representative shall be relieved from any obligation hereunder in respect to such matters. (c) Each of the Indemnifying Stockholders acknowledges and agrees that as of the Closing, upon any delivery by the Stockholders' Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by the Stockholders' Representative, such Stockholder shall be bound by such documents as fully as if such Stockholder had executed and delivered such documents. (d) Upon the death, disability or incapacity of the initial Stockholders' Representative appointed pursuant to ‎10.17(a), each of the Stockholders acknowledge and agree that such Person as is appointed by the Stockholders who held a majority of 2/3 of the outstanding Company Shares immediately prior to the Closing (on an as-converted basis) shall serve as the new stockholders' representative; provided that no change in the Stockholders' Representative shall be effective prior to the delivery to the Parent of written notice thereof from the Stockholders who held a majority of 2/3 of the Company Shares (on an as-converted basis) immediately prior to the Closing. The Stockholders' Representative may resign at any time; provided that it must provide the Stockholders who held a majority of the Company Shares (on an as-converted basis) immediately prior to Closing thirty (30) days’ prior written notice of such decision to resign. Except as expressly permitted hereunder, the Stockholders' Representative shall not receive compensation for service in such capacity. (e) Any and all actions taken or not taken, exercises of rights, power or authority and any decision or determination made by the Stockholders' Representative in connection herewith shall be absolutely and irrevocably binding upon the Indemnifying Stockholders as if such Person had taken such action, exercised such rights, power or authority or made such decision or determination in its individual capacity, and the Escrow Agent and the Parent may rely upon such action, exercise of right, power, or authority or such decision or determination of the Stockholders' Representative as the action, exercise, right, power, or authority, or decision or determination of such Person, and no Indemnifying Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Parent and its Affiliates (including after the Effective Time, the Surviving Corporation) are hereby relieved from any liability to any Person for any acts done by the Stockholders' Representative and any acts done by the Parent or its Affiliates (including after the Effective Time, the Surviving Corporation) in accordance with any decision, act, consent or instruction of the Stockholders' Representative. (f) Each Indemnifying Stockholder shall severally and not jointly indemnify (based on its pro-rated Allocable Portion of the Distributable Proceeds paid hereunder to each Stockholder) and hold harmless the Stockholders' Representative and its successors, permitted assigns, Affiliates, directors, officers, employees and agents (collectively, “Stockholders' Representative Indemnitees”) against all Losses incurred or sustained by the Stockholders' Representative Indemnitee in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither Action to which the Stockholders’ ' Representative nor Indemnitee is made a party by reason of any agent employed by it shall incur act or omission in connection with its role as the Stockholders' Representative or its relationship to the Stockholders' Representative, except for fraud or willful misconduct. In the event that the Stockholders' Representative determines that any Liability to any Principal Stockholder by virtue expense or payment is appropriate or desirable in connection with the exercise of its duties as Stockholders' Representative or otherwise in connection with the protection of the failure or refusal rights of the Stockholders’ Representative for any reason , then each Stockholder shall, in accordance with instructions provided by the Stockholders' Representative, provide its pro-rata portion of such payment or expense (determined by the pro-rated Allocable Portion of the Distributable Proceeds paid hereunder to consummate each Stockholder). (g) The parties agree that an amount of $10,000 of the Transaction or relating proceeds paid by the Parent (though the Paying Agent) at the Effective time shall be paid to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ ' Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part as a non refundable advance for reimbursement of the Stockholders’ Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability him in connection herewithwith performance of his duties ("Stockholders' Representative Fund").

Stockholders’ Representative. Each Principal (a) In order to administer efficiently (i) the determination of the amount of any Adjustment, (ii) waiver of any condition to the obligations of the Stockholder to consummate the transactions contemplated hereby, (iii) determination of any amount that the Buyer is entitled to recover pursuant to Section 6 hereof, and (iv) any rights or obligations of the Selling Stockholders pursuant to the Stock Purchase Agreements or the Escrow Agreement, the Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), designates Hisanori Aoyama as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect representative (the "Stockholders' Representative"). (b) The Stockholder hereby authorizes the Stockholders' Representative (i) to make all matters arising from or in any way decisions relating to this Agreement and the determination of the amount of any other agreement entered into in connection with this Agreement Adjustment, (including the Ancillary Agreementsii) or the Transaction, including to do take all things and to perform all acts required or deemed advisable, in its sole discretion, action necessary in connection with the Transaction as fully as such Principal waiver of any condition to the obligations of the Stockholder could if then personally present and acting alone. Without limitationto consummate the transactions contemplated hereby, (iiii) any communication or other delivery validly delivered to make all decisions relating to the determination of any amount that the Buyer is entitled to recover pursuant to Section 6 hereof, (iv) to give and receive all notices required to be given under this Agreement, and (v) to take any and all additional action as is contemplated, permitted or required by the terms of this Agreement or the Escrow Agreement to be taken by or on behalf of the Stockholder. (c) In the event that the Stockholders’ ' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Majority Stockholders (or their respective successors, heirs or executors) shall, in accordance with the Majority Stock Purchase Agreement, promptly select another representative. The Stockholder agrees that any such substituted representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision be the Stockholders' Representative for all purposes of this Agreement or any other agreement entered into in connection with this Agreement, . (d) All decisions and actions by the Stockholders’ ' Representative shall be binding upon each and every Principal the Stockholder, and the Stockholder shall not have the right to object, dissent, protest or otherwise contest the same. (e) By execution of this Agreement, the Stockholder agrees to all of the following matters: (i) the Buyer and its affiliates shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any of the matters described in this Section 1.6, and the Stockholder shall not have any claim against the Buyer or any of its affiliates for any action taken by the Buyer or any of its affiliates in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon the Stockholder, and the Stockholder shall not have any claim against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement or the Escrow Agreement; (iii) except as otherwise provided in the provisions of this Section 11.11.6 are independent and severable, the Stockholders’ Representative is hereby authorized to execute for are irrevocable and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable enforceable independently and shall not be terminated by separately from any Principal rights or remedies that the Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or may have in connection with his duties as the transactions contemplated by this Agreement; (iv) money damages for any breach of the provisions of this Section 1.6 would be inadequate; (v) the provisions of this Section 1.6 shall be binding upon the executors, heirs, legal representatives and successors of the Stockholder, and any references in this Agreement to the Stockholder shall include the successors to the Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (vi) the Stockholders’ Representative' Representative shall have the authority to execute and deliver on behalf of the Stockholder the Escrow Agreement and any other agreements, including certificates and instruments contemplated by this Agreement or necessary or appropriate to facilitate the reasonable costs Closing. (f) All fees of and expenses incurred by the Stockholders’ ' Representative in defending against any claim shall be paid by the Selling Stockholders, and the Stockholder shall pay the amount of such fees and expenses reasonably allocated to him, her or Liability in connection herewithit by the Stockholders' Representative.

Stockholders’ Representative. Each Principal Stockholder hereby has irrevocably constitutes constituted and appoints Xxxxxxxxxxx Xxxxxxx (the “appointed Stockholders’ Representative”), Representative as such Principal Stockholder’s its true and lawful agent and attorney-in-fact, with full power of substitution to perform the duties of Stockholders’ Representative under the terms of this Agreement and authority to actact in such Stockholder’s name, including full power of substitution, in his, her or its name place and on his, her or its behalf stead with respect to all matters arising from or in any way relating to transactions contemplated by and all terms and provisions 45 of this Agreement and the Related Documents, and to act on such Stockholder’s behalf in any other agreement entered into in connection with Proceeding involving this Agreement (including the Ancillary Agreements) or the Transactionany Related Document, including and to do or refrain from doing all things such further acts and things. The Stockholders’ Representative shall have all rights and powers set forth herein in addition to perform all acts required the rights and powers it shall deem necessary or deemed advisable, in its sole discretion, appropriate in connection with the Transaction as fully as such Principal Stockholder could if then personally present transactions contemplated by this Agreement and acting alone. Without limitationthe Related Documents, including the power: (ia) to receive on behalf of, and to distribute (after (A) payment of any communication unpaid expenses and Liabilities chargeable to Stockholders or other delivery validly delivered the Company Group prior to the Closing in connection with the transactions contemplated by this Agreement and the Related Documents and (B) payment of any expenses incurred by Stockholders’ Representative shall be deemed in its capacity as such, including the expenses of attorneys and accountants, to have been validly delivered the extent the Expense Reserve Amount is exhausted), all amounts payable to each Principal Stockholder, (ii) any consent given or waiver of any provision such Stockholder under the terms of this Agreement and the Related Documents; (b) to do or refrain from doing any other agreement entered into in connection with this Agreement, by the further act or deed on behalf of such Stockholder which Stockholders’ Representative shall be binding upon each deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and every Principal Stockholderthe Related Documents, as fully and completely as such Stockholder could do if personally present; (iiic) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and amend this Agreement on behalf of each Principal Stockholder any amendment Stockholders; and (d) to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his duties replace itself as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewith.

Stockholders’ Representative. Each Principal Stockholder hereby irrevocably constitutes (a) Kxxxx & Company, L.P. shall be constituted and appoints Xxxxxxxxxxx Xxxxxxx (the “Stockholders’ Representative”), appointed as such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement fact (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the “Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (iiRepresentative”) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment the Sellers to give and receive notices and communications made pursuant to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability , to any Principal Stockholder by virtue pay on behalf of the failure Sellers expenses incidental to the preparation hereof and the carrying out by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby, to participate in the Closing on behalf of each of the Sellers, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or refusal appropriate in the judgment of the Stockholders’ Representative for any reason the accomplishment of the foregoing. Such agency may be changed from time to consummate the Transaction or relating time upon not less than two Business Days’ prior written notice to the performance Buyer by the Sellers who as of its other duties hereunder or any the date of its omissions or actions with respect theretothis Agreement owned a majority in interest of the Shares. The Principal Stockholders, jointly and severally, agree to indemnify No bond shall be required of the Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ Representative Parties shall receive no compensation for his services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Sellers for purposes of this Agreement. (b) The Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall severally indemnify the Stockholders’ Representative and hold him/her harmless against any and all losses, Liabilities or expenses Loss incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with his the acceptance or administration of his/her duties as hereunder. (c) The execution and delivery by any Seller of this Agreement shall be deemed to be approval by such Seller of the terms of the provisions of this Section 11.15 and of the appointment of the Stockholders’ Representative. (d) A decision, including the reasonable costs and expenses incurred by act, consent or instruction of the Stockholders’ Representative shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each such Seller, and the Buyer may rely exclusively and conclusively upon any such decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each and every Seller. The Buyer is hereby relieved from any obligation to any Person for any acts done by it in defending against accordance with such decision, act, consent or instruction of the Stockholders’ Representative. Except for a notice regarding the change of the Stockholders’ Representative (as contemplated by Section 11.15(a)), the Buyer shall be entitled to disregard any claim notices or Liability communications given or made by the Sellers unless given or made through the Stockholders’ Representative. Each Seller releases, remises, and forever discharges the Buyer and its Affiliates, their respective representatives and insurers, and their respective successors and assigns, and each of them of and from any and all claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, without limitation of law, equity or otherwise, to the extent based in connection herewithwhole or in part on Buyer’s reliance on the decisions, acts, consents and instructions of the Stockholders’ Representative as being the final, binding and conclusive act of all the Sellers. (e) Any successor Stockholders’ Representative appointed in accordance with the Stockholders’ Representative Agreement shall be the Stockholders’ Representative hereunder. (f) Without limiting the generality of the foregoing, the execution and delivery by any Seller of this Agreement shall be deemed to be the authorization by such Seller of the Stockholders’ Representative to execute and deliver the Escrow Agreement on such Seller’s behalf, with such changes to the form of Escrow Agreement set forth in Exhibit F hereto as the Buyer, Stockholders’ Representative and Escrow Agent may approve

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx appoints, Xx. Xxxxx Xxxxxx and Xx. Xxxx Xxxxx, jointly (the “Stockholders’ Representative”), as such Principal Stockholder’s agent and attorneyStockholders’ attorneys-in-factfact and agents in connection with the transactions contemplated by this Agreement. This power is irrevocable and coupled with an interest, with and shall not be affected by the death, incapacity, illness or other inability to act of any Stockholder. (b) Each Stockholder hereby irrevocably grants the Stockholders’ Representative full power and authority on behalf of such Stockholder: (i) to actexecute and deliver, including full power and to accept delivery of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this the Escrow Agreement and any other agreement entered into in connection with this Agreement (including such documents as may be deemed by the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisableStockholders’ Representative, in its sole discretion, to be appropriate to consummate the transactions contemplated by this Agreement. (ii) to (A) dispute or refrain from disputing any claim made by Buyer under this Agreement; (B) negotiate and compromise any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement and (C) execute any settlement agreement, release or other document with respect to such dispute or remedy; (iii) to give or agree to any and all consents, waivers, amendments or modifications deemed by the Stockholders’ Representative, in its sole discretion, to be necessary or appropriate under this Agreement, and to execute and deliver any documents that may be necessary or appropriate in connection with therewith; provided, however, that this shall not authorize or empower the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, Representative to do or cause to be done any of the foregoing (i) in a manner that improperly discriminates between or among the Stockholders; or (ii) as to any communication matter insofar as such matter relates solely and exclusively to a single Stockholder. Without implying that other actions would constitute an improper discrimination, each of the Stockholders agrees that discrimination between or other delivery validly delivered among Stockholders solely on the basis of the respective number of Shares held by each Stockholder shall not be deemed to be improper; (iv) to enforce any claim against Buyer arising under this Agreement; (v) to engage attorneys, accountants and agents at the expense of Stockholders; and (vi) to give such instructions and to take such action or refrain from taking such action as the Stockholders’ Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of, and to consummate the transactions contemplated by, this Agreement or the Escrow Agreement. [Confidential Treatment Requested—] (c) Each Stockholder hereby agrees that: (i) the Company and Buyer shall be entitled to rely on any and all action taken by the Stockholders’ Representative, under this Agreement notwithstanding any dispute or disagreement among Stockholders or the Stockholders’ Representative without any liability to, or obligation to inquire of, any Stockholder or the Stockholders’ Representative, notwithstanding any knowledge on the part of the Company or Buyer of any such dispute or disagreement; (ii) the authority of the Stockholders’ Representative, as described in this Agreement, shall be effective until the rights and obligations of the Stockholders’ Representative under this Agreement shall terminate by virtue of the termination of any and all rights and obligations of such Stockholder to Buyer under this Agreement; (iii) if the Stockholders’ Representative resigns or is removed or otherwise ceases to function in his capacity as such for any reason whatsoever, the holders of a majority in interest of the stockholders of the Company shall have the right to appoint a member as the Stockholders’ Representative to serve as described in this Agreement (who shall be a Stockholder) and, under such circumstances, Buyer and the Company shall be entitled to rely on any and all actions taken by such Stockholders’ Representative; (iv) the Stockholders’ Representative shall not be deemed liable to have been validly delivered any Stock for losses with respect to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement action taken or any other agreement entered into in connection with this Agreement, omission by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Principal Stockholder any amendment pursuant to this Agreement or any other agreement entered into in connection with this Agreement. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating Article X, except to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to indemnify extent such losses are caused by such the Stockholders’ Representative’s gross negligence or willful misconduct. (d) Each Stockholder agrees that, his successorsnotwithstanding the foregoing, assignsat the request of Buyer, agents, attorneys and affiliates he shall take all actions reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement. (the “e) The Stockholders’ Representative Parties”) agrees to execute the Escrow Agreement in substantially the form attached hereto as Exhibit A, with such changes thereto as the Company and the Buyer reasonably agree to hold the Stockholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and arising out of or prior to Closing acting in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against any claim or Liability in connection herewithgood faith.

Stockholders’ Representative. (a) Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx JLL Partners, Inc. (the “"Stockholders’ ' Representative”), ") as such Principal Stockholder’s its agent and attorney-in-fact, with full power power, by and authority in the name of such Stockholder, to actexecute any and all instruments or other documents on behalf of such Stockholder, including full power and to do any and all other acts or things on behalf of substitutionsuch Stockholder, in hiswhich the Stockholders' Representative may deem necessary or advisable, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating which may be required pursuant to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretionotherwise, in connection with the Transaction as fully as such Principal Stockholder could if then personally present consummation of the transactions contemplated by this Agreement and acting alonethe Merger Agreement and the performance of all obligations hereunder or thereunder at or following the Closing. Without limitationlimiting the generality of the foregoing, the Stockholders' Representative shall have the full and exclusive authority to (i) agree with Purchaser with respect to any communication matter or other delivery validly delivered to 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; provided, however, that the Stockholders' Representative shall not be deemed required to have been validly delivered make any payments on a behalf of any Stockholder pursuant to each Principal Stockholder, Article IV hereof; (ii) 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 to be necessary or advisable in connection with, the Merger Agreement or this Agreement; and (iii) take all actions necessary or desirable in connection with the performance of obligations under Articles II and III of the Merger Agreement, including to withhold funds for satisfaction of expenses or other liabilities and obligations. (b) Notwithstanding anything to the contrary contained herein, without the prior written consent of the Stockholders, the Stockholders' Representative shall not agree to any consent given amendment or waiver modification of this Agreement, enter into any provision other contract, agreement, arrangement or understanding or execute any document or instrument, that would: (i) expand the indemnification obligations of the Stockholders under Article IV of this Agreement; (ii) impose any obligations on the Stockholders not set forth in this Agreement as of the date hereof (other than administrative, technical or procedural matters relating to the performance of this Agreement and the discharge of the Stockholders' obligations hereunder); or (iii) materially alter the economic terms of the Merger as set forth in the Merger Agreement as of the date hereof. (c) The Stockholders shall cooperate with the Stockholders' Representative and any accountants, attorneys or other agreement entered into agents whom it may retain to assist in connection with this Agreement, carrying out its duties hereunder. All decisions by the Stockholders’ ' Representative shall be binding upon each and every Principal Stockholderall Stockholders, and (iii) except as no Stockholder shall have the right to object, dissent, protest or otherwise provided in Section 11.1, contest the same. The Stockholders’ ' Representative is hereby authorized to execute for and on behalf of each Principal may communicate with any Stockholder any amendment to this Agreement or any other agreement entered into Person concerning its responsibilities hereunder, but it is not required to do so. The Stockholders' Representative has a duty to serve in connection with good faith the interests of the Stockholders and to perform its designated role under this Agreement. This appointment of agency and this power of attorney is coupled with an interest and , 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 taken), except that it shall be irrevocable liable for harm which it directly causes by its gross negligence or an act of willful misconduct. (d) The Stockholders severally but not jointly hereby agree to indemnify and shall not be terminated by any Principal Stockholder or by operation hold, to the extent of law. Neither their Percentage Interest set forth on Schedule I hereto, harmless the Stockholders’ ' Representative nor against any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the failure out-of-pocket loss, reasonable expense (including reasonable attorney's fees) or refusal of the Stockholders’ Representative for any reason to consummate the Transaction or relating to the performance other liability arising out of its service as Stockholders' Representative under this Agreement, other duties hereunder than for harm directly caused by its gross negligence or any an act of its omissions or actions with respect thereto. The Principal Stockholderswillful misconduct; provided, jointly and severallyhowever, agree that no Stockholder shall be required to indemnify the Stockholders’ Representative' Representative against any loss, his successorsexpense or liability arising from an action, assignssuit, agents, attorneys proceeding or other claim brought by another Stockholder. The Stockholders' Representative may resign at any time by notifying in writing Purchaser and affiliates (the “Stockholders’ Representative Parties”) and to hold the Stockholders’ . The Stockholders' Representative Parties harmless against shall not appoint any and all losses, Liabilities substitute or expenses incurred replacement Stockholders' Representative without bad faith on the part prior written consent of Stockholders holding a majority of the aggregate percentage interest set forth on Schedule I hereto, which consent shall not be unreasonably withheld. The term Stockholders’ ' Representative and arising out of or in connection with his duties as Stockholders’ Representative, including the reasonable costs and expenses incurred by the Stockholders’ Representative in defending against shall include any claim or Liability in connection herewithsubstitute appointed pursuant hereto.