Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx X. Xxxxxxx is hereby appointed as the Stockholders’ Representative (the "“Stockholders' ’ Representative"”) to serve as, and with the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power tofollowing authority: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process(ii) to take any and all actions relating to claims to indemnify, organize hold harmless or assume the defense of claims related reimburse any Indemnitee hereunder, (iii) to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and to, such claims, (iv) to take all other actions contemplated for the Stockholders’ Representative in this Agreement, (v) to execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement, (vi) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement, (vii) to amend, modify or waive any agreements to which the Stockholders’ Representative is a party, (viii) to engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholders’ Representative in complying with the Stockholders’ Representative’s duties and obligations, (ix) to receive and distribute the proceeds of the Collected Landlord Receivables, the Holdback Funds and any Unused Retention Amount, (x) to use the Holdback Funds to pay its out-of-pocket expenses in connection with the transactions contemplated by this Agreement and as a source of funds with respect to the Company’s and the Stockholders’ indemnification obligations under this Agreement, (xi) to enter into the Paying Agent Agreement, and (xii) to take all actions necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement Any decision or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed action by the Stockholders' ’ Representative in connection with hereunder, including any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, agreement between the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' ’ Representative and Parent relating to the Stockholders agree defense, payment or settlement of any claims to indemnify and indemnify, hold the Stockholders' Representative harmless against or reimburse any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decisionIndemnitee hereunder, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, binding and conclusive upon each such Stockholderconclusive. The Company Parent and the Buyer may Surviving Corporation shall be entitled to rely upon any written decision, act, consent or instruction all actions of the Stockholders' ’ Representative in his capacity as being the decision, act, consent Stockholders’ Representative whether or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativenot express authority is granted pursuant to this Section 9.5.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (Xxxxxx Xxxxx has been appointed by the "Stockholders' Representative") to serve as, Stockholders as agent and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this AgreementStockholder, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiateto give and receive notices and communications to the Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations disputes arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken , (iii) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and all documents any other document or instrument executed by the Stockholders' Representative in connection with any dispute arising under the Agreement and the Merger, and (vi) to take all actions necessary or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder appropriate in the absence of willful misconduct or fraud on the part judgment of the Stockholders' ’ Representative and for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser; provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock outstanding immediately prior to the Effective Time agree to indemnify and hold such removal. Any vacancy in the position of Stockholders' ’ Representative harmless against any and may be filled by approval of the holders of at least 51% of all Losses including reasonable attorneys' fees incurred by of the Stockholders' Representative by reason of it taking any action Company Common Stock outstanding immediately prior to the Effective Time. Any removal or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part change of the Stockholders' ’ Representative shall not be effective until written notice is delivered to the Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for her services. Notices or communications to or from the Stockholders' ’ Representative shall constitute notice to or from the Stockholders. The Stockholders’ Representative shall not be liable for any applicable Stockholderact done or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. Any A decision, act, consent or instruction of the Stockholders' ’ Representative shall shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding, binding and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' . The Stockholders shall severally indemnify the Stockholders’ Representative as being and hold her harmless against any loss, liability, or expense incurred without gross negligence or bad faith on the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction part of the Stockholders' Representative’ Representative and arising out of or in connection with the acceptance or administration of her duties hereunder.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx Xxxxx Xxx-Xxxxxx (the "Stockholders' Representative") to serve as), and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of , shall have the power to take any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative Stockholders pursuant to this Agreement or any Stockholder under this the Escrow Agreement, including the exercise by the Stockholders' Representative of including, without limitation, the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service to enter into and perform the Escrow Agreement, to make claims for indemnification against AvantGo, to authorize delivery to AvantGo of process, organize AvantGo Stock or assume the defense other property from Escrow in satisfaction of claims related by AvantGo, to this Agreementobject to such deliveries, to agree to, 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 claims related such claims, and to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary or appropriate in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf Effective upon the approval of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed Agreement by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct Stockholders individually shall have no power or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting authority to take any action actions against AvantGo or otherwise pursuant to this Agreement other than Losses incurred as a result or the Escrow Agreement, and all actions of willful misconduct the Stockholders, whether pursuant to this Agreement or fraud on the part of Escrow Agreement, must be taken solely by the Stockholders' Representative. Notices In the event of the death or communications written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or from refusal to act as Stockholders' Representative by, Xxxxx Xxx-Xxxxxx, the Stockholders hereby appoint Xxxx Xxx- Xxxxxx to serve as the successor Stockholders' Representative hereunder. In the event of the death or written resignation (delivered to AvantGo and the Escrow Agent) as Stockholders' Representative of, or refusal to act as Stockholders' Representative by, Xxxx Xxx-Xxxxxx, the holders of a majority of the shares of AvantGo Stock constituting the Escrow Fund shall serve as the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativehereunder.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Each Principal Stockholder designates hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx Xxxx (the "“Stockholders' ’ Representative") to serve as”), as such Principal Stockholder’s agent and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact fact, with full power and agent 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 such 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 (x) any dispute related to this Agreement, and (y) the taking by indemnify the Stockholders' ’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative of Parties”) and to hold the Stockholders’ Representative Parties harmless against any and all actions and the making of any decisions required losses, Liabilities or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud 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 Stockholders agree to indemnify reasonable costs and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees expenses incurred by the Stockholders' ’ Representative by reason of it taking in defending against any action claim or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them Liability in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeconnection herewith.

Stockholders’ Representative. (a) GenerallyEach Stockholder hereby constitutes and appoints Xxxxxxx X. Xxxxx, Xx. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx as the Stockholders’ representative (the "“Stockholders' ’ Representative"”) to serve as, as his or her true and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the lawful attorney-in-fact (i) to give and agent for receive all notices and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions communications required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power (ii) to agree to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, agree to, (iii) to negotiate, or agree and enter into settlements any amendments to this Agreement as per Section 7.2 of this Agreement, (iv) to select and compromises ofcommunicate to the Company the designees to serve on the Board as provided for in Section 2.1 hereof, and demand arbitration and comply with orders (v) to communicate to the Company any elections of courts and awards of arbitrators the Stockholders with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the registration rights provided for in Article 5 hereof. The Stockholders' ’ Representative related to this Agreement; and (iv) may take all actions necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power , each Stockholder agreeing to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be fully bound by all actions taken the acts, decisions and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part agreements of the Stockholders' ’ Representative taken and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action done pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representativeauthority herein granted. Notices or and communications to or from the Stockholders' ’ Representative shall constitute notice to or from each of the Stockholders. In the event that Xx. Xxxxx dies or becomes incapacitated, the Stockholders shall promptly select an alternate person to serve as the Stockholders’ Representative and shall promptly notify the Company of such selection. The Company may rely upon any applicable Stockholder. Any such decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' ’ Representative as being the decision, act, consent or instruction of each of and every Stockholderall of the Stockholders. Each Stockholder The Company is hereby releases the Buyer and the Company relieved from any liability to any Person for any acts done by either of them in accordance with any written such decision, act, consent or instruction of the Stockholders' ’ Representative.

Stockholders’ Representative. (a) Generally. By executing this AgreementPursuant to the Stockholders Approval dated on or about the date hereof, each Stockholder designates Xxxxxxx Xxxx (the "Letters of Transmittal and Option Cancelation Agreements, as applicable, the Equityholders have constituted, appointed and empowered effective from and after the date of such consent, Olympus Growth Fund V, L.P. as the Stockholders' ’ Representative") to serve as, for the benefit of the Equityholders and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder exclusive agent and as the attorney-in-fact to act on behalf of each Equityholder, in connection with and agent to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the Equityholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of each the Equityholders including, consenting to, compromising or settling any such Stockholder 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 to, any such Action or investigation; (xC) file any dispute related to this Agreementproofs of debt, claims and (y) the taking by petitions as the Stockholders' ’ Representative of any and all actions and the making of any decisions required may deem advisable or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputesnecessary; (iiD) give and receive notices and communications, receive service of process, organize settle or assume the defense of compromise any claims related to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to 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 actions necessary in the judgment of action that the Stockholders' Representative for ’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the accomplishment of any of the foregoing. The Stockholders' Representative will have authority transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and power to other advisors and shall act incur such other expenses on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative Equityholders in connection with any dispute matter arising under or related to this Agreement. Each Stockholder acknowledges ; and agrees that in performing (vi) to collect, hold and disburse the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative Purchase Price Adjustment Holdback Amount and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them Expense Holdback Amount in accordance with any written decision, act, consent or instruction the terms of the Stockholders' Representativethis Agreement.

Stockholders’ Representative. (a) Generally. By executing Each Stockholder, by execution of this Agreement, each Stockholder designates Xxxxxxx Xxxx irrevocably constitutes and appoints Thermo Development, Inc. (the "Stockholders' Representative"which, by execution of this Agreement, hereby accepts such appointment) to serve as, and act as the Stockholders' ’ Representative accepts such designation as, the representative of each such Stockholder and as the sole agent and attorney-in-fact and agent for and on behalf of each such Stockholder the Stockholders (in their capacity as such), with respect full power of substitution, to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and take all actions and on behalf of the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under Stockholders in connection with this Agreement, including (i) to execute and deliver on behalf of the exercise 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 of this Agreement and the power to: other Transaction Documents, (iiv) initiateto execute and deliver on the Stockholders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement and the other Transaction Documents, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect (v) to any such disputes; (ii) give make and receive notices and communications, receive other communications pursuant to this Agreement and the other Transaction Documents and service of process, organize process in any Action arising out of or assume the defense of claims related to this AgreementAgreement and the other Transaction Documents, agree to, (vi) to negotiate, settle or enter into settlements and compromises of, and demand arbitration and comply with orders compromise any Action arising out of courts and awards of arbitrators with respect to claims or related to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related other Transaction Documents or any of the transactions hereunder or thereunder, including to this Agreement; 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 (ivvii) take to do each and every act and exercise all actions rights that are either (x) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (y) mandated or permitted by the terms of this Agreement or the foregoingother Transaction Documents. The Stockholders' ’ Representative will have authority and power shall use reasonable efforts to and shall act on behalf of any Stockholder keep the Stockholders reasonably informed with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' ’ Representative and pursuant to the Stockholders agree authority granted to indemnify and hold the Stockholders' ’ Representative harmless against any and all Losses including reasonable attorneys' fees incurred by under this Agreement which actions have a material impact on the amounts payable to the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing this AgreementPursuant to the Stockholders Approval dated on or about the date hereof, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, Letters of Transmittal and the Stockholders' Representative accepts such designation asWarrant Termination Agreements, as applicable, the representative Stockholders and the Warrantholders have constituted, appointed and empowered effective from and after the date of each such Stockholder and consent, Olympus Growth Fund IV, L.P. as the Stockholders’ Representative, for the benefit of the Stockholders and the Warrantholders and the exclusive agent and attorney-in-fact to act on behalf of each Stockholder and agent Warrantholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to negotiate, execute and deliver such waivers, consents and amendments under this Agreement and the consummation of the transactions contemplated hereby as the Stockholders’ Representative, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representative, to enforce and protect the rights and interests of the 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 each the Stockholders and the Warrantholders, including consenting to, compromising or settling any such Stockholder 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 to, any such Action or investigation; (xC) file any dispute related to this Agreementproofs of debt, claims and (y) the taking by petitions as the Stockholders' ’ Representative of any and all actions and the making of any decisions required may deem advisable or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputesnecessary; (iiD) give and receive notices and communications, receive service of process, organize settle or assume the defense of compromise any claims related to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to 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 actions necessary in the judgment of action that the Stockholders' Representative for ’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the accomplishment of any of the foregoing. The Stockholders' Representative will have authority transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and power to other advisors and shall act incur such other expenses on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute Stockholders and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative Warrantholders in connection with any dispute matter arising under or related to this Agreement. Each Stockholder acknowledges ; and agrees that in performing (vi) to collect, hold and direct the functions specified in disbursement of (if applicable under this Agreement) the Purchase Price Adjustment Holdback Amount, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative Expense Holdback Amount, and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them Indemnity Holdback Amount in accordance with any written decision, act, consent or instruction the terms of the Stockholders' Representativethis Agreement.

Stockholders’ Representative. (a) Generally. By executing this AgreementAt the Effective Time, each Stockholder designates Xxxxxxx Xxxx (Charles Rendelman shall be constituted xxx xxxxxxxxx as the "Stockholders' Representative") to serve as, and the . The Stockholders' Representative accepts such designation as, shall be the representative of each such Stockholder and as the attorney-in-fact and exclusive agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power Stockholders to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service communications to or from Parent (on behalf of process, organize itself or assume any other Indemnified Person) and/or the defense of claims related Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby, (ii) to the extent that the Escrow Fund is used to indemnify Parent, authorize deliveries to Parent of amounts from the Escrow Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims), (iii) object to claims in accordance with the provisions hereof and the Escrow Agreement, (iv) consent or agree to, negotiate, or enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; to, claims, and (ivv) take all actions necessary or appropriate in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholders' Representative will shall be the sole and exclusive means of asserting or addressing any of the above, and no former stockholder shall have authority and power any right to and shall act on its own behalf of any Stockholder with respect to any such matters, other than any claim or dispute against the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this AgreementStockholders' Representative. Each Stockholder shall be bound by all actions taken and all documents executed by The Person serving as the Stockholders' Representative in connection with any dispute arising under or related may be 41 replaced from time to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and time by the Stockholders agree upon not less than ten days' prior written notice to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part Parent. No bond shall be required of the Stockholders' Representative, and the Stockholders' Representative shall receive no compensation for his services. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction each of the Stockholders' Representative shall constitute a decision, act, consent or instruction stockholders and option holders of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and Target immediately prior to the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' RepresentativeEffective Time.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (At the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation asEffective Time, the representative Representative shall be constituted and appointed as the Representative (on behalf of each such Stockholder of the Participating Stockholders). Each Participating Stockholder, by virtue of its adoption of this Agreement or acceptance of the Merger Consideration payable to the Participating Stockholder, shall be deemed to have appointed and constituted the Representative as the its agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. The Representative shall be the exclusive agent for and on behalf of each such Stockholder with respect the Participating Stockholders to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii1) give and receive notices and communications, receive service communications to or from Parent (on behalf of process, organize itself or assume any other Indemnified Person) relating to this Agreement or any of the defense other Transactions; (2) authorize deliveries to Parent of the Holdback Shares and legally bind each Participating Stockholder to deliver Holdback Shares directly to Parent in satisfaction of claims related for indemnifiable Damages by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to this Agreement, such claims); (3) object to such claims in accordance with Section 8.7; (4) consent or agree to, negotiate, or mediate, enter into settlements and compromises of, and demand arbitration institute litigation and comply with orders of courts and awards of arbitrators Orders with respect to claims related to this Agreementto, such claims; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv5) take all actions necessary or appropriate in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance, and (6) subject to Section 9.7, execute for and on behalf of each Participating Stockholder any amendment to this Agreement or any exhibit, annex or schedule hereto (including for the purpose of amending addresses or sharing percentages). The Stockholders' This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by any Indemnitor or by operation of Law, whether by the death or incapacity of any Indemnitor or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Participating Stockholder or the Representative will have authority and power to and shall act on behalf of received any Stockholder with respect to the dispositionnotice thereof. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this AgreementMARKED BY [***], the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' RepresentativeHAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Stockholders’ Representative. (a) Generally. By executing virtue of the approval and adoption of this AgreementAgreement by the requisite consent of the Company Stockholders, each Stockholder designates Xxxxxxx Xxxx (of the "Stockholders' Representative") Company Equityholders shall be deemed to serve as, have agreed to appoint Fortis Advisors LLC as its exclusive agent and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent (the “Stockholders’ Representative”) for and on behalf of each such Stockholder with respect the Company Equityholders to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume to authorize payment to any Indemnified Party from the defense Escrow Fund in satisfaction of claims related by any Indemnified Party, to this Agreementobject to such payments, 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 claims related such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Equityholder or by any such Company Equityholder any Indemnified Party or any dispute between any Indemnified Party and any such Company Equityholder, in each case relating to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related Transactions, and to this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing. The , the Stockholders' ’ Representative will shall have authority and power no obligation to and shall act on behalf of the Company Equityholder, except as expressly provided herein and in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Stockholders’ Representative in any Stockholder with respect to ancillary agreement, schedule, exhibit or the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this AgreementCompany Disclosure Letter. Each Stockholder shall Such agency may be bound by all actions taken and all documents executed changed by the Stockholders' Representative Company Equityholders with the right to a majority in connection with any dispute arising under or related interest of the Escrow Fund from time to this Agreementtime. Each Stockholder acknowledges and agrees that in performing Notwithstanding the functions specified in this Agreementforegoing, the Stockholders' ’ Representative will not may resign at any time by providing written notice of intent to resign to the Company Equityholders, which resignation shall be liable effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to any such Stockholder in indemnification shall survive the absence of willful misconduct resignation or fraud on the part removal of the Stockholders' ’ Representative or any member of the Advisory Group and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against Closing and/or any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason termination of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on and the part Escrow Agreement. No bond shall be required of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' ’ Representative.

Stockholders’ Representative. (a) GenerallyAt the Effective Time, Xxxxxx Xxxxx shall be constituted and appointed as the Stockholders Representative. By executing Each Indemnifying Stockholder, by virtue of his approval of this Agreement, each Stockholder designates Xxxxxxx Xxxx (and by virtue of the "Stockholders' Representative") approval of this Agreement by the Required Vote, shall be deemed to serve as, have appointed and constituted the Stockholders' Stockholders Representative accepts such designation as, the representative of each such Stockholder as their agent and as the true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. The Stockholders Representative shall be the exclusive agent for and on behalf of each such Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power Stockholders to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service communications to or from Parent (on behalf of process, organize itself or assume any other Indemnified Person) and/or the defense of claims related Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) provide endorsements for transfer of, and authorize deliveries to Parent of, Parent Common Stock, cash or other property from the Escrow Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to and defend against such claims by Parent; (iv) consent or agree to, negotiate, or enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to claims related to this Agreement; (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreementto, such claims; and (ivv) take all actions necessary or appropriate in the judgment of the Stockholders' Stockholders Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholders Representative shall be the sole and exclusive means of asserting or addressing any of the foregoing. The Stockholders' Representative will above and no Stockholder of the Company shall have authority and power any right to and shall act on its own behalf of any Stockholder with respect to any such matters, other than any claim or dispute against the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this AgreementStockholders Representative. Each Stockholder No bond shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part required of the Stockholders' Representative Stockholders Representative, and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representativeshall receive no compensation for his services. Notices or communications to or from the Stockholders' Stockholders Representative shall constitute notice to or from any applicable each Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing virtue of the approval and adoption of this AgreementAgreement by the requisite consent of the Company Stockholders, each Stockholder designates of the Company Holders shall be deemed to have agreed to appoint Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, Xxxxx as its agents and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorneyattorneys-in-fact and agent (the “Stockholders’ Representative”) for and on behalf of each such Stockholder with respect the Company Holders to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume to authorize payment to any Indemnified Party from the defense Escrow Account in satisfaction of claims related by any Indemnified Party, to this Agreementobject to such payments, to agree to, negotiate, or enter into settlements and compromises of, of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims related such claims, to assert, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any other claim by any Indemnified Party against any Company Holder or by any such Company Holder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Holder, in each case relating to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related transactions contemplated hereby, and to this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Holders with the right to at least eighty-five percent (85%) of the Pro Rata Portions of the Escrow Fund from time to time. Notwithstanding the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' ’ Representative will not may resign at any time by providing written notice of intent to resign to the Company Holders, which resignation shall be liable to any effective upon the earlier of (A) thirty (30) calendar days following delivery of such Stockholder written notice or (B) the appointment of a successor by the holders of a majority in interest of the absence of willful misconduct or fraud on the part Escrow Fund. No bond shall be required of the Stockholders' Representative ’ Representative, and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' ’ Representative shall constitute notice to or from not receive any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability compensation for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativetheir services.

Stockholders’ Representative. (a) Generally. By executing virtue of the adoption of this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' ’ Representative accepts such designation asis hereby authorized, the representative of each such Stockholder directed and appointed to act as the sole and exclusive agent, attorney-in-fact and agent for representative of the Stockholders, with full power of substitution and on behalf of each such Stockholder authority with respect to (x) any dispute related to all matters under this Agreement, including (i) to negotiate, execute and (y) the taking by the Stockholders' Representative of any deliver all ancillary agreements, certificates, approvals, waivers, amendments and all actions and the making of any decisions other documents required or permitted to be taken by the Stockholders' Representative or any Stockholder under given in connection with this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) to give and receive all notices and communications, receive service of process, organize communications to be given or assume the defense of claims related to 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, or resolve, enter into settlements and compromises of, and demand arbitration litigation of, and comply with orders of courts and awards of arbitrators with respect to any claims related 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; (iiivii) receive any funds due any Stockholder or to engage and employ agents and representatives (including accounting, legal and other professional advisors) on behalf of and at the expense of the Stockholders' ; (viii) to exercise or refrain from exercising remedies available under this Agreement or any other ancillary agreement 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 related to this Agreementshall reasonably deem necessary or prudent in connection with the foregoing; and (ivxi) to take all other actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act be taken by or on behalf of any Stockholder the Stockholders in connection with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall agrees to be bound by all actions taken agreements and all determinations made by and documents executed and delivered by the Stockholders' ’ Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications authority granted to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeit hereunder.

Stockholders’ Representative. (a) Generally. By executing voting in favor of the adoption of this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve asapproval 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 consideration payable in connection with the Merger, each Company Stockholder (other than Dissenting Stockholders' ) and the holders of Warrants or Options (the “Company Equityholders”), without any further action of any of the Company Equityholders or the Company, hereby appoints and constitutes Fortis Advisors LLC as the Stockholders’ Representative accepts such designation as, for and on behalf of the representative of each such Stockholder Company Equityholders and as the his, her or its attorney-in-fact and exclusive agent for to execute and on behalf of each such Stockholder with respect to (x) any dispute related to deliver this Agreement, the Escrow Agreement and the Paying Agent Agreement (ycollectively, the “Representative Agreements”) the taking by the Stockholders' Representative of and for all other purposes hereunder and thereunder, and to take any and all actions and the making of make any and all decisions required or permitted to be taken or made by the Stockholders' ’ Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder Agreements or the Stockholders' ’ Representative related Engagement Agreement, with full authority and power of substitution to this Agreement; and (iv) take all actions necessary act in the judgment name, place and stead of such Company Stockholders. All such actions shall be deemed to be facts ascertainable outside of the Stockholders' Representative for Agreements and shall be binding on the accomplishment Company Equityholders as a matter of any contract Law. Without limiting the generality of the foregoing. The , the Stockholders' ’ Representative will have authority has full power and power to and shall act authority, on behalf of any Stockholder with respect to the dispositioneach Company Equityholder and his, settlement her or other handling of any dispute its successors and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreementassigns, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.to:

Stockholders’ Representative. (a) Generally. By executing For purposes of this Escrow Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") Stockholders have, by the execution of this Escrow Agreement, consented to serve as, and the Stockholders' appointment of the Representative accepts such designation as, the as representative of each such Stockholder the Stockholders and as the attorney-in-fact and agent for and on behalf of each such Stockholder with respect Stockholder, and, subject to (x) any dispute related to this Agreementthe express limitations set forth below, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder him under this Escrow Agreement, including but not limited to the exercise by the Stockholders' Representative of the power to: (i) initiateauthorize delivery to or cancellation by Expedia of the Escrowed Shares, negotiateor any portion thereof, enter into resolutionsin satisfaction of Claims otherwise in connection with an Escrow Adjustment, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, 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 claims related to this Agreement; such Claims, (iii) receive resolve any funds due any Stockholder or the Stockholders' Representative related to this Agreement; Claims, and (iv) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of any the foregoing and all of the foregoingother terms, conditions and limitations of this Escrow Agreement. The Stockholders' Representative will shall have unlimited authority and power to and shall act on behalf of any each Stockholder with respect to this Escrow Agreement and the disposition, settlement or other handling of any dispute and any other all Claims, rights or obligations arising under or related to this AgreementEscrow Agreement so long as all Stockholders are treated in the same manner. Each Stockholder The Stockholders shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Escrow Agreement, and Expedia shall be entitled to rely on any action or decision of the Stockholders' Representative. In performing his functions hereunder, the Representative will shall not be liable to any such Stockholder the Stockholders in the absence of gross negligence or willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativemisconduct.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx Xxxxxx (such person and any successor or successors being the "“Stockholders' ’ Representative"”) to serve as, and the Stockholders' Representative accepts such designation as, shall act as the representative of each such Stockholder the Company Participants, and as the attorney-in-fact and agent for and shall be authorized to act on behalf of each such Stockholder with respect the Company Participants and to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of take any and all actions and the making of any decisions 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 Stockholder 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, including the exercise in satisfaction of claims by the Stockholders' Representative of the power to: (i) initiatea Parent Indemnified Party, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related to this Agreement, 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 any claims related to this Agreement; for indemnification and (iii) receive any funds due any Stockholder or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing). In all matters relating to this Article IX, the Stockholders’ Representative shall be the only party entitled to assert the rights of the foregoingCompany Participants, and the 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 will have authority and power may resign at any time upon ten (10) days prior notice to and shall act on behalf Parent, at which time the holders of any Stockholder with respect a majority of the shares of Company Stock immediately prior to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder Effective Time (voting on an as-converted basis) shall be bound by all actions taken and all documents executed by the designate a replacement Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' ’ Representative.

Stockholders’ Representative. (a) Generally. By executing virtue of the approval and adoption of this AgreementAgreement by the requisite consent of the Company Stockholders, each Stockholder designates Xxxxxxx Xxxx (of the "Stockholders' Representative") Company Equityholders shall be deemed to serve as, have agreed to appoint Shareholder Representative Services LLC as its exclusive agent and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent (the “Stockholders’ Representative”) for and on behalf of each such Stockholder with respect the Company Equityholders to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize to authorize payment to any Indemnified Party from the Escrow Fund or assume the defense WC Escrow Fund in satisfaction of claims related by any Indemnified Party, to this Agreementobject to such payments, 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 claims related such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Equityholder or by any such Company Equityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Equityholder, in each case relating to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related Merger, and to this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing. The , the Stockholders' ’ Representative will shall have authority and power no obligation to and shall act on behalf of the Company Equityholder, except as expressly provided herein and in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Stockholders’ Representative in any Stockholder with respect to ancillary agreement, schedule, exhibit or the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this AgreementCompany Disclosure Letter. Each Stockholder shall Such agency may be bound by all actions taken and all documents executed changed by the Stockholders' Representative Company Equityholders with the right to a majority in connection with any dispute arising under or related interest of the Escrow Fund from time to this Agreementtime. Each Stockholder acknowledges and agrees that in performing Notwithstanding the functions specified in this Agreementforegoing, the Stockholders' ’ Representative will not may resign at any time by providing written notice of intent to resign to the Company Equityholders, which resignation shall be liable effective upon the earlier of (A) twenty (20) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to any such Stockholder in indemnification shall survive the absence of willful misconduct resignation or fraud on the part removal of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part ’ Representative. No bond shall be required of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' ’ Representative.

Stockholders’ Representative. (a) Generally. By executing virtue of the approval of the Merger and execution and deliver this AgreementAgreement by the Stockholders, each Stockholder designates Xxxxxxx of the Stockholders collectively and irrevocably constitute and appoint Dxxxxx Xxxx (the "Stockholders' Representative") to serve as, as his agent and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and as the attorney-in-fact and agent fact, as the Stockholders Representative for and on behalf of each such Stockholder with respect the Stockholders to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume to authorize payment to any Indemnified Party from the defense Escrow Fund in satisfaction of claims related by any Indemnified Party, to this Agreementobject to such payments, 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 claims related such claims, to this Agreement; (iii) receive assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any funds due other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, to execute and deliver documents and certificates pursuant to this Agreement (including on behalf of a Stockholder), to receive and disburse amounts to the Stockholders' Representative related , to this Agreement; make all determinations with respect to the Minimum Cash and (iv) Merger Consideration, to agree to all amendments or modifications hereof and of any Related Agreements, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' Stockholders Representative for the accomplishment of any the foregoing or (ii) specifically mandated by the terms of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholders Representative may resign from its position as Stockholder Representative at any time by written notice to Parent and the Stockholders. A vacancy in the position of Stockholders Representative may be filled by the holders of two-thirds in interest of the Escrow Fund. No bond shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part required of the Stockholders' Representative Stockholders Representative, and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against shall not receive any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representativecompensation for its services. Notices or communications to or from the Stockholders' Stockholders Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing voting in favor of the adoption of this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve asapproval of the principal terms of the Merger, and the Stockholders' consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Stockholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative accepts such designation as, the representative of each such Stockholder and Services LLC as the representative, agent and attorney-in-fact and agent for and on behalf of each such Company Stockholder for all purposes in connection with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions Agreement and the making of any decisions required or permitted to be taken by agreements ancillary hereto, in each case following the Stockholders' Representative or any Stockholder under this AgreementClosing, including the exercise by the Stockholders' Representative of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume to authorize payment to any Parent Indemnitee from the defense Escrow Fund in satisfaction of claims related by any Parent Indemnitee, to this Agreementobject to such payments, 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 claims related such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrations with respect to, any other claim by any Parent Indemnitee against any Company Stockholder or by any such Company Stockholder against any Parent Indemnitee or any dispute between any Parent Indemnitee and any such Company Stockholder, in each case relating to this Agreement; (iii) receive any funds due any Stockholder Agreement or the Stockholders' Representative related transactions contemplated hereby, and to this Agreement; and (iv) take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholders' ’ Representative for the accomplishment of any the foregoing or (ii) permitted by the terms of this Agreement or the agreements ancillary hereto. If the Stockholders’ Representative shall resign or be removed by the Company Stockholders, the Company Stockholders shall (by consent of those Persons holding at least a majority of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf outstanding shares of any Stockholder with respect Company Common Stock immediately prior to the dispositionEffective Time), settlement within ten (10) days after such resignation or other handling of any dispute and any other rights or obligations arising under or related removal, appoint a successor to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' ’ Representative. Any such successor shall succeed the former Stockholders’ Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, as the Stockholders' ’ Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativehereunder.

Stockholders’ Representative. (a) Generally. By executing this AgreementThe Stockholders hereby nominate, each Stockholder designates Xxxxxxx constitute and appoint an individual to be designated by Xxxx (the "Stockholders' Representative") to serve asCapital Venture Fund 2005, and the Stockholders' Representative accepts such designation as, L.P. as the representative of each such Stockholder the Escrow Fund Participants (the “Stockholders’ Representatives”), with full power of substitution, with the full right power and authority to act on their behalf under this Agreement and the Escrow Agreement, to serve as the their lawfully designated attorney-in-fact (which shall include, without limitation, the right, power and agent for authority to contractually obligate, execute, deliver, acknowledge, certify, file and record on behalf of each such Stockholder with respect to the Escrow Fund Participants (xin the name of any or all of the Escrow Fund Participants or otherwise) any dispute related and all documents deemed necessary, appropriate or advisable by the Stockholders’ Representative in the Stockholders’ Representative’s sole discretion, including any amendment to or waiver of rights or provisions under or in this Agreement, and (y) the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative Escrow Agreement, or any Stockholder under other documents executed in connection with this Agreement, including the exercise by the Stockholders' Representative of the power to: (i) initiateEscrow Agreement, negotiateor otherwise), enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communicationscommunications under this Agreement for the Escrow Fund Participants (including, receive service of processwithout limitation, organize or assume with respect to claims by Parent and the defense of claims related Parent Damaged Parties), to this Agreementobject to any notices received hereunder, 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 claims related such claims, and to this Agreement; (iii) receive take any funds due and all other actions of any Stockholder kind or the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary nature whatsoever deemed necessary, appropriate, or advisable in the sole discretion and judgment of the Stockholders' ’ Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power to and shall act on behalf of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder No bond shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part required of the Stockholders' Representative ’ Representative, and the Stockholders agree to indemnify and hold the Stockholders' ’ Representative harmless against any and all Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representativeshall receive no compensation for his services. Notices or communications to or from the Stockholders' ’ Representative shall constitute notice to or from any applicable Stockholdereach Escrow Fund Participant. Any decisionXxxx Capital Investors, act, consent or instruction of LLC hereby designates J. Xxxxxxxx X. Xxx as the initial Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder’ Representative. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative.51

Stockholders’ Representative. For purposes of this Section 10.04, (ai) Generally. By executing this Agreementif the Company Stockholders comprise the Indemnitor, each Stockholder designates Xxxxxxx Xxxx any references to the Indemnitor (except provisions relating to allocation of liability or an obligation to make any payments) shall be deemed to refer to the "Stockholders' ’ Representative") to serve as, and (ii) if the Company Stockholders comprise the Indemnitee, any references to the Indemnitee (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the 52 Stockholders' ’ Representative. The Stockholders’ Representative accepts such designation as, the representative of each such Stockholder shall have full power and as the attorney-in-fact and agent for and authority on behalf of each such Company Stockholder with respect to (x) any dispute related to this Agreement, and (y) the taking by the Stockholders' Representative of take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the making of Company Stockholders under this Article 10. The Stockholders’ Representative shall have no liability to any decisions required Company Stockholder for any action taken or permitted omitted to be taken by the Stockholders' Representative or any Stockholder under this Agreement, including the exercise by the Stockholders' Representative on behalf of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with the orders of courts and awards of arbitrators with respect to any such disputes; (ii) give and receive notices and communications, receive service of process, organize or assume the defense of claims related Company Stockholders pursuant to this AgreementArticle 10. For the sake of clarity and avoidance of doubt, 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 claims related to this Agreement; (iii) receive any funds due any Stockholder or notwithstanding the Stockholders' Representative related to this Agreement; and (iv) take all actions necessary in the judgment obligations of the Stockholders' ’ Representative for the accomplishment of any of the foregoing. The Stockholders' Representative will have authority and power hereunder to and shall act make certain payments to Parent on behalf of the Company Stockholders, neither the Stockholders’ Representative under this Agreement nor the Principal Stockholders’ Representative under the Indemnification Agreement shall be liable for any non-payment by the Company Stockholders or the Indemnifying Principal Stockholders (as defined in the Indemnification Agreement) of its respective Proportionate Share of any amounts in respect of indemnifiable Losses under Section 10.02 or its Pro Rata Portion (as defined in the Indemnification Agreement) of any Stockholder with respect to the disposition, settlement or other handling of any dispute and any other rights or obligations arising under or related to this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by the Stockholders' Representative in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all Indemnifiable Losses including reasonable attorneys' fees incurred by the Stockholders' Representative by reason of it taking any action or omitting to take any action pursuant to this Agreement other than Losses incurred as a result of willful misconduct or fraud on the part of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon any written decision, act, consent or instruction of the Stockholders' Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representativethereunder.