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 and delivering this Agreement, each Stockholder designates Xxxxxxx Xxxx hereby irrevocably constitutes and appoints Xxxxxx X. Xxxxxx as his true and lawful agent and attorney-in-fact (the "Stockholders' Representative") with full power of substitution to serve asact in his name, place and xxxxx with respect to all transactions contemplated by, and all terms and provisions of, this Agreement, and to act on his behalf in any dispute or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders' Representative accepts such designation asshall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, in all events in the Stockholders' Representative's sole and absolute discretion, including, without limitation, the representative power: (i) to waive any condition to the obligations of the Company and the Stockholders to consummate the transactions contemplated by this Agreement; (ii) to act for each such Stockholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of any Stockholder and as the attorney-in-fact to transact matters of litigation; (iii) to execute and agent for deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each such Stockholder in connection with respect the consummation of the transactions contemplated by this Agreement; (iv) to (x) do or refrain from doing any dispute related further act or deed on behalf of each Stockholder relating to the subject matter of this Agreement, as fully and completely as each such Stockholder could do if personally present; and (yv) the taking by to receive all notices on behalf of each Stockholder in connection with any claims or matters under this Agreement. (b) The appointment of the Stockholders' Representative in this Section 1.04 shall be deemed coupled with an interest and shall be irrevocable, and Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders' Representative on behalf of the Stockholders in all matters referred to herein. All notices delivered by Buyer to the Stockholders' Representative (whether pursuant hereto or otherwise) for the benefit of the Stockholders shall constitute notice to the Stockholders. (c) All actions, decisions and instructions of the Stockholders' Representative taken, made or given pursuant to the authority granted to the Stockholders' Representative pursuant to paragraph (a) above shall be conclusive and binding upon the Stockholders, and the Stockholders shall not have the right to object, dissent, protest or otherwise contest the same. (d) The provisions of this Section 1.12 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest surviving death or disability of any Stockholder, granted by each of the Stockholders to the Stockholders' Representative and all shall be binding upon the executors, heirs, legal representatives, successors and assigns of each of the Stockholders. (e) Buyer shall be entitled to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any 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 Stockholders or the Stockholders' Representative related to this Agreement; hereunder, and (iv) take all actions necessary in the judgment no party hereunder shall have any cause of the Stockholders' Representative action against Buyer 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 taken in good faith by Buyer in reliance upon the instructions 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 decisions of the Stockholders' Representative.

Stockholders’ Representative. (a) Generally. By executing this AgreementOrchestra Medical Ventures II, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation asL.P., the representative of each such Stockholder and Representative, is hereby appointed as the representative, attorney-in-fact and agent agent, with full power of substitution to act in the name, place and stead of each Stockholder to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the terms of this Agreement, and to act on behalf of each Stockholder in any amendment of or litigation or arbitration involving this Agreement or any Ancillary Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with respect to (x) any dispute related to of the transactions contemplated by this Agreement, and including the power: (yi) to take all action necessary or desirable in connection with the taking by the Stockholders' Representative waiver of any and all actions condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement and the making of any decisions Ancillary Agreements; (ii) to negotiate, execute and deliver all statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that a Stockholder shall execute and deliver any such documents which the Stockholders' Stockholder Representative agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any Stockholder claims under this Agreement, including service of process in connection with arbitration; and (iv) to take all actions or refrain from doing any further act or deed on behalf of the exercise Stockholders which the Stockholder Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as a Company Stockholder could do if personally present. (b) Notwithstanding the enumerated powers granted to the Stockholder Representative in Section 10.1(a) above, the Stockholder Representative shall not have the power to: (i) waive the condition to the obligations of the Stockholders to consummate the transactions set forth in either Section 6.3(j) or Section 6.3(l); (ii) take any action that adversely affect the rights of the other Stockholder, including, without limitation, their legal and economic interests. (c) If the Stockholder Representative becomes unable to serve as Stockholder Representative, such other Person or Persons as may be designated by a majority-in-interest of the Stockholders' , shall succeed as the Stockholder Representative. (d) The Stockholder Representative shall not be held liable by any of the Stockholders for actions or omissions in exercising or failing to exercise all or any of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with authority of 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 Stockholder Representative pursuant to this Agreement, agree toexcept in the case of the Stockholder Representative’s gross negligence, negotiatebad faith or willful misconduct. The Stockholder Representative shall be entitled to rely on the advice of counsel, public accountants or enter into settlements and compromises ofother independent experts that it reasonably determines to be experienced in the matter at issue, 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 Stockholder for any action taken or omitted to be taken in good faith based on such advice. The Stockholders will, severally and not jointly, indemnify (in accordance with their pro rata percentages) the Stockholder Representative from any losses arising out of its serving as the Stockholder Representative hereunder, except for losses arising out of or caused by the Stockholder Representative’s gross negligence, bad faith or willful misconduct. The Stockholder Representative is serving in the absence his capacity as such solely for purposes of willful misconduct or fraud on the part administrative convenience, and is not personally liable in such capacity for any of the Stockholders' Representative obligations of the Stockholders hereunder, 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 Purchaser and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction agree that they will not look to the personal assets of the Stockholders' Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders hereunder except to the extent of the Stockholder Representative’s gross negligence, bad faith or willful misconduct.

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) GenerallyAt the Closing, Shareholder Representative Services LLC shall be constituted and appointed as the Stockholders’ Representative. By executing For purposes of this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "term “Stockholders' ’ Representative") to serve as, and ” shall mean 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 the Company Stockholders to perform all actions required or permitted by the terms of this Agreement, including without limitation to: (i) give and receive notices and communications to or from Parent (on behalf of itself of any other Parent Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such Stockholder notice or communication shall be given or received by such stockholders individually); (ii) authorize deliveries to Parent of assets from the Holdback Shares in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.08; (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to (x) any dispute related proposed settlement of any claims or agree to any amendment 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 (ivvi) take all actions necessary or appropriate in the judgment of the 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 person serving as the Stockholders’ Representative may be replaced from time to time by the holders of a majority in interest of the foregoingassets then on deposit in the Holdback Shares upon not less than ten days’ prior written notice to Parent and the Stockholders’ Representative. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall receive no compensation for his services other than pursuant to the terms of that certain Stockholder Representative Agreement, dated on or about the date hereof, by and among Shareholder Representative Services LLC, the Company and certain of the Company Stockholders. 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 permitted to communicate 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 Stockholders, including in accordance with any written decision, act, consent or instruction of the Stockholders' Representativeelectronic form.

Stockholders’ Representative. (a) Generally. By executing Each holder of the Stock, by signing this Agreement, each Stockholder designates Xxxxx Xxxxx or, in the event that Xxxxx Xxxxx is unable or unwilling to serve, designates Xxxxxxx Xxxx (the "Stockholders' Representative") Xxxx, to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) 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 Buyer shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 8 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder or by operation of law, binding, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

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 ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Such agency may be changed by the Company Equityholders with respect the right to a majority in interest of the Escrow Fund from time to time. Notwithstanding the foregoing, the Stockholders’ Representative may resign at any time by providing written notice of intent to resign to the dispositionCompany Equityholders, settlement which resignation shall be 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 indemnification shall survive the resignation or removal of the Stockholders’ Representative. No bond shall be required of the Stockholders’ Representative. (b) Neither the Stockholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Stockholders’ Representative Group”), shall be liable to any Company Equityholder for any act done or omitted hereunder, under the Escrow Agreement, under any Stockholders’ Representative engagement agreement , or any agreement ancillary to this Agreement which while acting in good faith, even if such act or omission constitutes negligence on the part of such Stockholders’ Representative. The Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other handling of any dispute duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants and other professionals and experts. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any other rights action taken by the Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Equityholders will indemnify, defend and hold harmless the Stockholders’ Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative Group’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative Group, the Stockholders’ Representative will reimburse the Company Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative Group by the Company Equityholders Group, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the Representative Reimbursement Amount, and (ii) the amounts in the Escrow Funds at such time as remaining amounts would otherwise be distributable to the Company Equityholders; provided, that while this section allows the Stockholders’ Representative Group to be paid from the aforementioned sources of funds, this does not relieve the Company Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative Group be required to advance its own funds on behalf of the Company Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations arising of the Company Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative Group under this Section. The foregoing indemnities will survive the Closing, the resignation or related to removal of the Stockholders’ Representative or the termination of this Agreement. Each Stockholder shall be bound by all actions taken and all documents executed by The Company Equityholders acknowledge that the Stockholders' ’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in connection with the exercise or performance of any dispute arising under of its powers, rights, duties or related privileges or pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholders' ’ Representative will shall not be liable required to take any such Stockholder in the absence of willful misconduct or fraud on the part of action unless the Stockholders' ’ Representative and the Stockholders agree has been provided with funds, security or indemnities which, in its determination, are sufficient to indemnify and hold protect the Stockholders' ’ Representative harmless against any the costs, expenses and all Losses including reasonable attorneys' fees liabilities which may be incurred by the Stockholders' ’ Representative in performing such actions. (c) The Stockholders’ Representative shall be entitled to: (i) rely upon the Closing Date Allocation Schedule, (ii) rely upon any signature reasonably believed by reason of it taking any action or omitting to take any action pursuant be genuine, and (iii) reasonably assume that a signatory has proper authorization to this Agreement other than Losses incurred as a result of willful misconduct or fraud sign on the part behalf of the Stockholders' Representativeapplicable Company Equityholder or other party. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any A decision, act, consent or instruction of the Stockholders' ’ Representative under this Agreement or the Escrow Agreement shall constitute a decision, act, consent or instruction decision of all Stockholders the Company Equityholders and shall be final, binding, binding and conclusive upon each the Company Equityholders and such StockholderCompany Equityholder’s successors as if expressly confirmed and ratified in writing by such Company Equityholder. The powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Equityholder and shall be binding on any successor thereto, and (ii) shall survive the Buyer may rely upon delivery of an assignment by any written decisionCompany Equityholder of the whole or any fraction of his, acther or its interest in the Escrow Fund. Notwithstanding anything in this Agreement to the contrary, consent following Closing, the Stockholders’ Representative shall be permitted to disclose information as required by law or instruction to employees, advisors, agents or consultants of the Stockholders' ’ Representative as being the decision, act, consent or instruction of each and every Stockholder. Each Stockholder hereby releases the Buyer and to the Company from any liability for any acts done by either of them Equityholders, in accordance each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with any written decision, act, consent or instruction of the Stockholders' Representativerespect thereto.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxx (Xxxxx Xxxxxx or, in the "Stockholders' Representative") event that Xxxxx Xxxxxx is unable or unwilling to serve asserve, and Xxxxxx Xxxxxx to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

Stockholders’ Representative. The execution, delivery and performance by the Stockholders' Representative (aon behalf of the Selling Stockholders) Generallyof the Transaction Documents and the consummation by the Stockholders' Representative (on behalf of the Selling Stockholders) of the Transactions are within the power and authority granted to the Stockholders' Representative by the Selling Stockholders. By executing this AgreementEach of the Transaction Documents to which the Stockholders' Representative is or will be a party has been and will be duly executed and delivered by the Stockholders' Representative on behalf of the Selling Stockholders constitutes the legal, each Stockholder designates Xxxxxxx Xxxx (valid and binding obligation of the "Stockholders' Representative") , enforceable against her in accordance with its terms. Each of the Selling Stockholders has appointed the Stockholders' Representative as his, her or its representative, agent and attorney-in fact to serve asenter into the Transaction Documents and to perform all of such Selling Stockholder's obligations and to exercise all of such Selling Stockholder's rights thereunder pursuant to a validly executed appointment hereunder, and the Stockholders' Representative accepts such designation as, the representative of has accepted 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 foregoingappointment. 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 A decision, act, consent or instruction of the Stockholders' Representative relating to the Transaction Documents shall constitute a decision, act, consent or instruction of all Stockholders decision for each Selling Stockholder and shall be final, binding, binding and conclusive upon each such Selling Stockholder. The Company , and the Buyer Parent may conclusively rely upon any written such decision, act, consent or instruction of the Stockholders' Stockholder Representative as being the decision, act, consent or instruction of each and every Selling 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 (In accordance with Section 6.1 of the "Stockholders' Representative") to serve as, ---------------------------- Support Agreement and in accordance with the terms of the Share Exchange Offer and the Stockholders' Representative accepts such designation asrelated Form of Acceptance and Authority, 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 Stockholders shall be bound 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 on their behalf. (a) O2DIESEL and 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 Escrow Agent shall be bound by all actions taken and all documents entitled to rely upon any communication or writing given or executed by the Stockholders' Representative. All communications or writings to be sent to the Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. (b) The Stockholders' Representative has been appointed and constitutes the true and lawful attorney-in-fact of each Stockholder, with full power in his/her/its name and on his/her/its behalf to act according to the terms of this Agreement in the absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing . (c) Notwithstanding the functions specified in this Agreementforegoing, the Stockholders' Representative will not shall inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any rights, power or authority proposed to be liable to any done, given or taken by 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 act as directed by the Buyer may rely upon any written decision, act, consent or instruction of Stockholders holding a majority interest in 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' RepresentativeEscrow Property.

Stockholders’ Representative. (a) Generally. By executing this In order to administer efficiently (i) the implementation of the Agreement by the Stockholders, (ii) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, and (iii) the settlement of any dispute with respect to the Agreement, each Stockholder designates the Stockholders hereby designate Xxxxxxx Xxxx X. Xxx Xxxxx as their representative (the "Stockholders' Representative"). (b) to serve as, and The Stockholders hereby authorize the Stockholders' Representative accepts such designation as, (i) to take all action necessary in connection with the representative implementation of each such Stockholder and as the attorney-in-fact and agent for and Agreement on behalf of each such Stockholder with respect the Stockholders, the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the settlement of any dispute, (xii) to give and receive all notices required to be given under the Agreement and (iii) to take any dispute related and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (yc) In the taking event that the Stockholders' Representative dies, becomes legally incapacitated or resigns from such position, R. Xxxxx Xxxxx shall fill such vacancy and shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; however, no change in the Stockholders' Representative shall be effective until Buyer is given notice of it by the Stockholders. (d) All decisions and actions by the Stockholders' Representative shall be binding upon all of the Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, the Stockholders agree that: (i) Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any and all actions and the making of any decisions required or permitted to be taken by the Stockholders or the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any Stockholder under this Agreementcause of action against the Stockholders' Representative for any action taken, including the exercise decision made or instruction given 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 under this Agreement, agree to, negotiate, except for fraud or enter into settlements and compromises of, and demand arbitration and comply with orders willful breach 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 Agreement by the Stockholders' Representative in connection Representative; (iii) remedies available at law for any breach of the provisions of this Section 1.4 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.4; and (iv) the provisions of this Section 1.4 are independent and severable, shall constitute an irrevocable power of attorney, coupled with any dispute arising under or related an interest and surviving death, granted by the Stockholders 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 shall be binding upon the Stockholders agree to indemnify executors, heirs, legal representatives and hold the Stockholders' Representative harmless against any successors of each Stockholder. (f) All fees and all Losses including reasonable attorneys' fees expenses incurred by the Stockholders' Representative shall be paid 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 In order to efficiently administer the transactions contemplated hereby, including (i) the ability to take all action necessary against Parent in connection with breaches of obligations by Parent under this Agreement, each Stockholder designates and (ii) the orderly distribution of Merger Consideration from Parent to the Stockholders, the Stockholders hereby desire to designate Xxxxxxx Xxxx Xxxxxxx, MD, as their representative (in such capacity, the "Stockholders' Representative"). (b) to serve asIn the event that Xxxxxxx Xxxxxxx, and MD, or his substitute as the Stockholders' Representative accepts Representative, dies, becomes unable to perform his responsibilities hereunder or resigns from such designation asposition, the Stockholders holding, immediately prior to the Closing, a majority of the outstanding Shares shall select another representative to fill such vacancy and, upon written notice to Parent, such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders at a meeting of Stockholders (or by written consent in lieu of a meeting) pursuant to, and in accordance with, the applicable provisions of the DGCL, each Stockholder regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement and the approval of the Merger at such meeting or by written consent) that is not a holder of Dissenting Shares hereby agrees that: (i) Xxxxxxx Xxxxxxx is hereby designated as the attorney-in-fact Stockholders' Representative, and agent for any substitute Stockholders' Representative shall be elected as set forth in Section 3.7.(b); (ii) The Stockholders hereby authorize the Stockholders' Representative, (i) after the Effective Time to approve any settlement of claims by holders of Dissenters' Rights, (ii) to take all action necessary against Parent in connection with breaches of obligations by Parent under this Agreement, (iii) to determine the Stockholders to whom consideration from Parent shall be distributed and the amount of consideration to be so distributed, (iv) to give and receive all notices required to be given under this Agreement after the Effective Time, and (v) to take any and all additional action as is contemplated to be taken by or on behalf of each such Stockholder with respect to (x) any dispute related to the Stockholders after the Effective Time by the terms of this Agreement, ; (iii) All decisions and (y) the taking actions by the Stockholders' Representative shall be binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same; (iv) Parent shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to any and all other 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 ofhereunder, and demand arbitration and comply with orders no party shall have any cause 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 action against Parent to the disposition, settlement extent Parent has relied upon the instructions 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 decisions of the Stockholders' Representative. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision; (v) all actions, act, consent or instruction decisions and instructions of the Stockholders' Representative shall constitute a decision, act, consent or instruction be conclusive and binding upon all of all the Stockholders and no Stockholder shall be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon have any written decision, act, consent or instruction cause of action against the Stockholders' Representative as being the decisionfor any action taken, act, consent decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or willful breach of each and every Stockholder. Each Stockholder hereby releases the Buyer and the Company from any liability for any acts done this Agreement by either of them in accordance with any written decision, act, consent or instruction of the Stockholders' Representative; (vi) the provisions of this Section 3.7. are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the transactions contemplated by this Agreement; (vii) remedies available at law for any breach of the provisions of this Section 3.7. are inadequate; therefore, Parent, Merger Subsidiary and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either Parent, Merger Subsidiary and/or the Surviving Corporation brings an action to enforce the provisions of this Section 3.7.; and (viii) the provisions of this Section 3.7. shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Stockholders’ Representative. (a) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx Loring Knoblauch is hereby appointed as representative (the "StockholdersStockholdxxx' RepresentativeXxxxxxxxxxxive") 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 the holders of Company Capital Stock 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 or appropriate in the judgment of the Stockholders' Representative for the accomplishment of any 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 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 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 of communications to or from the Stockholders' Representative shall constitute notice to or from each of the holders of the Company Capital Stock. (b) The Stockholders' Representative shall not be liable for any applicable Stockholderact done or omitted in such capacity while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advise of counsel shall be conclusive evidence of such good faith. The Preferred Stockholders shall severally indemnify the Stockholders' Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders' Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision of all and shall be final, binding and conclusive upon every holder of Company Capital Stock and Agere may rely upon any such decision, act, consent or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholderinstruction. 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 Agere is hereby releases the Buyer and the Company relieved from any liability to any Person for any acts done by either of them it in accordance with any written such decision, act, consent or instruction of the Stockholders' Representative.

Stockholders’ Representative. (ai) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation asXxxxx Xxxxxxxxx, the representative of each such Stockholder and Representative, is hereby appointed as the representative, attorney-in-fact and agent agent, with full power of substitution to act in the name, place and stead of each Stockholder to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the terms of this Agreement, and to act on behalf of each Stockholder in any amendment of or litigation or arbitration involving this Agreement or any Ancillary Agreements and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with respect to (x) any dispute related to of the transactions contemplated by this Agreement, and including the power: (yi) to take all action necessary or desirable in connection with the taking by the Stockholders' Representative waiver of any and all actions condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement and the making of any decisions Ancillary Agreements; (ii) to negotiate, execute and deliver all statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that a Stockholder shall execute and deliver any such documents which the Stockholders' Stockholder Representative agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any Stockholder claims under this Agreement, including service of process in connection with arbitration; and (iv) to take all actions or refrain from doing any further act or deed on behalf of the Stockholders which the Stockholder Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as a Company Stockholder could do if personally present. (j) Notwithstanding the enumerated powers granted to the Stockholder Representative in Section 9.1(a) above, the Stockholder Representative shall not have the power to: (i) waive the condition to the obligations of the Stockholders to consummate the transactions set forth in Section 5.3(f); (k) If the Stockholder Representative becomes unable to serve as Stockholder Representative, such other Person or Persons as may be designated by him who shall be one of the Stockholders holding the majority of the Purchaser Common Stock, shall succeed as the Stockholder Representative. (l) The Stockholder Representative shall not be held liable by any of the Stockholders for actions or omissions in exercising or failing to exercise by the Stockholders' Representative all or any of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with authority of 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 Stockholder Representative pursuant to this Agreement, agree toexcept in the case of the Stockholder Representative's gross negligence, negotiatebad faith or willful misconduct. The Stockholder Representative shall be entitled to rely on the advice of counsel, public accountants or enter into settlements and compromises ofother independent experts that it reasonably determines to be experienced in the matter at issue, 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 Stockholder for any action taken or omitted to be taken in good faith based on such advice. The Stockholders will, severally and not jointly, indemnify (in accordance with their pro rata percentages) the Stockholder Representative from any losses arising out of its serving as the Stockholder Representative hereunder, except for losses arising out of or caused by the Stockholder Representative's gross negligence, bad faith or willful misconduct. The Stockholder Representative is serving in the absence his capacity as such solely for purposes of willful misconduct or fraud on the part administrative convenience, and is not personally liable in such capacity for any of the Stockholders' Representative obligations of the Stockholders hereunder, 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 Purchaser and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction agree that they will not look to the personal assets of the Stockholders' Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders hereunder except to the extent of the Stockholder Representative's gross negligence, bad faith or willful misconduct.

Stockholders’ Representative. (a) Generally. By executing this AgreementAt the Effective Time, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve asWarburg Pincus Private Equity VIII, L.P. shall be constituted and the Stockholders' Representative accepts such designation as, the representative of each such Stockholder and appointed as the attorney-in-fact and Stockholders Representative. The Stockholders Representative shall be the exclusive agent for and on behalf of each such Stockholder with respect the current or former holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants immediately prior 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 Effective Time 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 Mercury (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) authorize deliveries to Mercury of cash from the Escrow Fund in satisfaction of claims asserted by Mercury (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims in accordance with Section 7.6; (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 current or former holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants immediately prior to the Effective Time 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 Stockholders Representative. The Person serving as the Stockholders Representative may be replaced from time to time by the holders of a majority in interest of the shares or other handling of any dispute and any other rights or obligations arising under or related property then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to this AgreementMercury. 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 Stockholder. Any decision, act, consent or instruction each of the Stockholders' holders of Systinet Capital Stock, Systinet Options and Systinet Warrants immediately prior to the Effective Time. (b) The Stockholders Representative shall constitute a decisionnot be liable to any holder of Systinet Capital Stock, act, consent Systinet Options or instruction of all Stockholders and shall be final, binding, and conclusive upon each such Stockholder. The Company and Systinet Warrants 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 Effective Time for any acts act done by either of them or omitted hereunder as the Stockholders Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The holders of Systinet Capital Stock, Systinet Options or Systinet Warrants immediately prior to the Effective Time shall severally indemnify the Stockholders Representative and hold it harmless against any written decisionloss, act, consent liability or instruction expense incurred without gross negligence or bad faith on the part of the Stockholders' RepresentativeStockholders Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. (c) The Stockholders Representative shall have reasonable access to information about Systinet and the reasonable assistance of Systinet’s former officers and employees for purposes of performing his duties and exercising its rights hereunder, provided that the Stockholders Representative shall treat confidentially and not disclose any nonpublic information from or about Systinet to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxxxx XxXxxxxxxx, or in the event that Xxxxxx XxXxxxxxxx is unable or unwilling to serve, Xxxx (the "Stockholders' Representative") Xxxxxxxx to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting its name and on his or its behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingor by operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

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' . (b) The Stockholders Representative shall constitute a decision, act, consent or instruction of all Stockholders and shall not be final, binding, and conclusive upon each such Stockholder. The Company and the Buyer may rely upon liable to 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 act done by either of them or omitted hereunder as the Stockholders Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Stockholder shall severally indemnify the Stockholders Representative and hold him harmless against any written decisionloss, act, consent liability or instruction expense incurred without gross negligence or bad faith on the part of the Stockholders' RepresentativeStockholders Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxxx X. Xxxx (or, in the "Stockholders' Representative") event that Xxxxx X. Xxxx is unable or unwilling to serve asserve, and Xxxxxx Xxxxxx to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingor by operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxx (X. Xxxxx or, in the "Stockholders' Representative") event that Xxxxxxx X. Xxxxx is unable or unwilling to serve asserve, and Xxxxxxxx X. Xxxxx to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

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 foregoingoutstanding shares of Company Common Stock immediately prior to the Effective Time), within ten (10) days after such resignation or removal, appoint a successor to the Stockholders’ Representative. Any such successor shall succeed the former Stockholders’ Representative as the Stockholders’ Representative hereunder. (b) The Stockholders' ’ Representative will have authority and power to and shall act on behalf incur no liability of any Stockholder kind with respect to the disposition, settlement any action 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 omission by the Stockholders' ’ Representative in connection with any dispute arising under or related its services pursuant to this Agreement. Each Stockholder acknowledges Agreement and agrees that the agreements ancillary hereto, except in performing the functions specified in this Agreement, event of liability directly resulting from the Stockholders' Representative ’ Representative’s gross negligence or willful misconduct. The Company Stockholders will not be liable to any such Stockholder in the absence of willful misconduct or fraud on the part of indemnify, defend and hold harmless the Stockholders' ’ Representative from and the Stockholders agree to indemnify and hold the Stockholders' Representative harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Company Stockholders, any such Representative Losses including reasonable attorneys' fees incurred may be recovered by the Stockholders' ’ Representative by reason from (i) the Aggregate Stockholders’ Representative Expense Amount and (ii) the amount of cash in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Stockholders; provided, that while this section allows the Stockholders’ Representative to be paid from the Aggregate Stockholders’ Representative Expense Amount and the cash portion of the Escrow Fund, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it taking prevent the Stockholders’ Representative from seeking any action remedies available to it at law or omitting otherwise. In no event will the Stockholders’ Representative be required to take any action pursuant to advance its own funds on behalf of the Company Stockholders or otherwise. Any restrictions or limitations on liability or indemnity of the Company Stockholders set forth elsewhere in this Agreement other than Losses incurred as a result of willful misconduct are not intended to be applicable to the indemnities provided to the Stockholders’ Representative in this paragraph. The foregoing indemnities will survive the Closing, the resignation or fraud on the part removal of the Stockholders' Representative. Notices ’ Representative or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction termination 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' Representativethis Agreement.

Stockholders’ Representative. (a) Generally. By executing Each holder of Partner Common Stock and each Beneficial Owner, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxxx Xxxxx or, in the event that Xxxxxxx Xxxxx Xxxxx is unable or unwilling to serve, Xxxxx Xxxx (the "Stockholders' Representative") to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes 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, . The Stockholders and (y) the taking Beneficial Owners shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of the Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxxxx Xxxxxxxxx or, in the event that Xxxxxx Xxxxxxxxx is unable or unwilling to serve, designates Xxxx (the "Stockholders' Representative") Xxxxxxxxx, to serve as, and be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) 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 Buyer shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 8 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder or by operation of law, binding, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

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 the Stockholders. (b) The Stockholders Representative shall not be liable to the Stockholders for any applicable Stockholderact done or omitted hereunder as Stockholders Representative while acting in good faith and in the exercise of reasonable judgment. Any The Stockholders on whose behalf the Escrow Shares were contributed to the Escrow Fund shall indemnify the Stockholders Representative and hold the Stockholders Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Representative and arising out of or in connection with the acceptance or administration of the Stockholders Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders Representative. A decision, act, consent or instruction of the Stockholders' Representative Stockholders Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 6.5 hereof, shall constitute a decision, act, consent or instruction decision of all the Stockholders and shall be final, binding, binding and conclusive upon each such Stockholder. The Company the Stockholders; and the Buyer Escrow Agent and Parent may rely upon any written such decision, act, consent or instruction of the Stockholders' Stockholders Representative as being the decision, act, consent or instruction of each the Stockholders. The Escrow Agent and every Stockholder. Each Stockholder Parent are 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' 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 may resign at any time by providing written notice of intent to resign to the Company Holders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for their services. (b) The Stockholders’ Representative shall not be liable to any Company Holder for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith, even if such Stockholder act or omission constitutes negligence on the part of such Stockholders’ Representative. The Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants and other professionals and experts. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the absence of willful misconduct Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Holders shall indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless against any loss, liability or fraud expense incurred on the part of the Stockholders' ’ Representative and the Stockholders agree to indemnify and hold (so long as the Stockholders' ’ Representative harmless against were acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any and all Losses including reasonable attorneys' fees incurred legal counsel retained by the Stockholders' ’ Representative by reason of it taking (“Stockholders’ Representative Expenses”). The Stockholders’ Representative shall have the right to retain Stockholders’ Representative’s Expenses from the Representative Reimbursement Amount prior to any action or omitting distribution to take the Company Holders, and prior to any action pursuant such distribution, shall deliver to this Agreement other than Losses incurred as the Escrow Agent a result of willful misconduct or fraud on the part of certificate setting forth the Stockholders' ’ Representative’s Expenses actually incurred. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any A decision, act, consent or instruction of the Stockholders' Representative ’ Representative, including an amendment, extension or waiver of this Agreement pursuant to Sections 9.4 or 9.5 hereof, shall constitute a decision, act, consent or instruction decision of all Stockholders the Company Holders and shall be final, binding, binding and conclusive upon each such Stockholderthe Company Holders. (c) Certain Company Holders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Stockholders’ Representative regarding direction to be provided by the Advisory Group to the Stockholders’ Representative. The Advisory Group shall incur no liability to any Company Holder while acting in good faith and arising out of or in connection with the Buyer may rely upon acceptance or administration of their duties (it being understood that any written decision, act, consent act done or instruction omitted pursuant to the advice of the Stockholders' Representative as being the decision, act, consent or instruction counsel shall be conclusive evidence 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' Representativesuch good faith).

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 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). 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 received any notice thereof. (b) The Representative shall be the sole and exclusive means of asserting or addressing any of the foregoing. The Stockholders' Representative will above, and no Participating 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 dispositionRepresentative. Any notice or communication given or received by, settlement or other handling of any dispute and any other rights decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution 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 Agreementinstruction of, the Stockholders' Representative will not be liable to any such Stockholder in that is within the absence of willful misconduct or fraud on the part scope 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 Representative’s authority under Section 8.10(a) (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 ’s Decision”) shall constitute a notice or communication to or by, or a decision, actaction, consent failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Participating Stockholders and shall be final, binding, binding and conclusive upon each such Stockholderof them. The Company Parent and the Buyer may each Indemnified Person shall be entitled to rely upon any written Representative’s Decision as being a notice or communication to or by, or a decision, actaction, consent failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Stockholders' Representative as being the decisionof, act, consent or instruction of each and every Participating Stockholder. Each Stockholder hereby releases the Buyer Parent and the Company each Indemnified Person are unconditionally and irrevocably relieved from any liability to any Person for any acts done by either of them in accordance with any written decision, act, consent or instruction Representative’s Decision. A notice by Parent to the Representative shall constitute a notice to each Participating Stockholder. (c) The agency of the Representative may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of such number of Participating Stockholders representing a majority of the Aggregate Participating Stockholder Percentage of all Participating Stockholders upon not less than ten days’ prior written notice to Parent. A vacancy in the position of the Representative may be filled by the vote or consent of Participating Stockholders representing a majority of the Aggregate Participating Stockholder Percentage of all Participating Stockholders' . If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Participating Stockholders, other than the Representative, representing a majority of the Aggregate Participating Stockholder Percentage of all Participating Stockholders, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. In the event of a vacancy in the position of the Representative, or refusal or incapability of the Representative to serve, which continues for more than 90 days, Parent may appoint a successor Representative who will thereafter be a successor Representative hereunder until a successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each Participating Stockholder at their address last known to Parent, which will be the address set forth in the Spreadsheet unless Representative provides notice to Parent of a different address in the manner described in Section 9.3. (d) All expenses, if any, incurred by the Representative in connection with the performance of his duties as the Representative (the “Representative Expenses”) will be borne and paid by the Participating Stockholders according to their respective Participating Stockholder Percentages. No bond will be required of the Representative, and the Representative will not receive any compensation for its services. The Representative shall also be entitled to advances against Representative Expenses from the Expense Fund, in the judgment and discretion of the Representative. Representative Expenses will be paid first using amounts on deposit in the Expense Fund, second out of any amounts that would otherwise be distributed to the Participating Stockholders out of the Holdback Shares, and third directly by the Participating Stockholders promptly against presentation of an invoice by the Representative. The Representative is hereby authorized to withdraw all or any portion of the Expense Fund and to withhold, or cause to be withheld and paid to the Representative, amounts that would otherwise be distributed to the Participating Stockholders, in each case to pay for any Representative Expenses. (e) The Representative shall not be liable to any Participating Stockholder for any act done or omitted hereunder as the Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Participating Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any Damages incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder. (f) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance, to the extent they remain employed by the Company, of the officers and employees of the Company who were employed by the Company prior to the Effective Time for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder, except that no Indemnified Person shall be required to provide any information that is subject to a legal privilege or a protective Order or the disclosure of which would violate any Laws. The Representative shall treat confidentially and not use or disclose the terms of this Agreement, any Related Agreement or any nonpublic information from or about Parent, Surviving Corporation or any Indemnified Person to anyone, except that the Representative may disclose the terms or information to the Participating Stockholders or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Parent, the Representative shall enter into a separate confidentiality agreement before being provided access to such information. (g) The initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. (h) Within thirty (30) Business Days following the date that is the later of (i) the final determination that any Contingent Consideration is payable under Section 1.9 or (ii) the Claim Period Expiration Date, any remaining balance of the Expense Fund, less a reasonable reserve as reasonably determined by the Representative for estimated Representative Expenses arising out of this Agreement, shall be released by the Representative and paid to each Participating Stockholder pro rata in accordance with each Participating Stockholder’s Participating Stockholder Percentage of such remaining Expense Fund in accordance with the instructions set forth in the Spreadsheet.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxx (X. Xxxxxx or, in the "Stockholders' Representative") event that he is unable or unwilling to serve asserve, and now or in the future, Xxxx X. Xxxxxx, to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements Clarant 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of either Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and whether by the Buyer may rely upon any written decision, act, consent death 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' Representativeother event.

Stockholders’ Representative. (ai) Generally. By executing this Agreement, each Stockholder designates Xxxxxxx Xxxx (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation asXxxxx Xxxxxxxxx, the representative of each such Stockholder and Representative, is hereby appointed as the representative, attorney-in-fact and agent agent, with full power of substitution to act in the name, place and stead of each Stockholder to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the terms of this Agreement, and to act on behalf of each Stockholder in any amendment of or litigation or arbitration involving this Agreement or any Ancillary Agreements and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with respect to (x) any dispute related to of the transactions contemplated by this Agreement, and including the power: (yi) to take all action necessary or desirable in connection with the taking by the Stockholders' Representative waiver of any and all actions condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement and the making of any decisions Ancillary Agreements; (ii) to negotiate, execute and deliver all statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that a Stockholder shall execute and deliver any such documents which the Stockholders' Stockholder Representative agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any Stockholder claims under this Agreement, including service of process in connection with arbitration; and (iv) to take all actions or refrain from doing any further act or deed on behalf of the Stockholders which the Stockholder Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as a Company Stockholder could do if personally present. (j) Notwithstanding the enumerated powers granted to the Stockholder Representative in Section 9.1(a) above, the Stockholder Representative shall not have the power to: (i) waive the condition to the obligations of the Stockholders to consummate the transactions set forth in Section 5.3(f); (k) If the Stockholder Representative becomes unable to serve as Stockholder Representative, such other Person or Persons as may be designated by him who shall be one of the Stockholders holding the majority of the Purchaser Common Stock, shall succeed as the Stockholder Representative. (l) The Stockholder Representative shall not be held liable by any of the Stockholders for actions or omissions in exercising or failing to exercise by the Stockholders' Representative all or any of the power to: (i) initiate, negotiate, enter into resolutions, settlements and compromises of, demand arbitration of, arbitrate, comply with authority of 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 Stockholder Representative pursuant to this Agreement, agree toexcept in the case of the Stockholder Representative’s gross negligence, negotiatebad faith or willful misconduct. The Stockholder Representative shall be entitled to rely on the advice of counsel, public accountants or enter into settlements and compromises ofother independent experts that it reasonably determines to be experienced in the matter at issue, 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 Stockholder for any action taken or omitted to be taken in good faith based on such advice. The Stockholders will, severally and not jointly, indemnify (in accordance with their pro rata percentages) the Stockholder Representative from any losses arising out of its serving as the Stockholder Representative hereunder, except for losses arising out of or caused by the Stockholder Representative’s gross negligence, bad faith or willful misconduct. The Stockholder Representative is serving in the absence his capacity as such solely for purposes of willful misconduct or fraud on the part administrative convenience, and is not personally liable in such capacity for any of the Stockholders' Representative obligations of the Stockholders hereunder, 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 Purchaser and the Company from any liability for any acts done by either of them in accordance with any written decision, act, consent or instruction agree that they will not look to the personal assets of the Stockholders' Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders hereunder except to the extent of the Stockholder Representative’s gross negligence, bad faith or willful misconduct.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxx Xxxxxx Xxxxxxx or, in the event that Xxxx (the "Stockholders' Representative") Xxxxxx Xxxxxxx is unable or unwilling to serve asserve, and Xxxxxxx Xxxxxxxxxx to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements USFloral 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with Article 10 of this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from and coupled with the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxxx Xxxx (X. Xxxxxxx or, in the "Stockholders' Representative") event that Xxxxxxx X. Xxxxxxx is unable or unwilling to serve asserve, and now or in the future, Xxxxxxx X. Xxxxx, to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements Clarant 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of either Stockholder, bindingby operation of law, and conclusive upon each such Stockholder. The Company and whether by the Buyer may rely upon any written decision, act, consent death 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' Representativeother event.

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 ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Such agency may be changed by the Company Equityholders with respect the right to a majority in interest of the Escrow Fund from time to time. Notwithstanding the foregoing, the Stockholders’ Representative may resign at any time by providing written notice of intent to resign to the dispositionCompany Equityholders, settlement which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or other handling (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any dispute member of the Advisory Group and the Closing and/or any other rights or obligations arising under or related to termination of this Agreement and the Escrow Agreement. Each Stockholder No bond shall be bound by all actions taken and all documents executed by required of the Stockholders' ’ Representative. (b) Certain Company Stockholders have entered into an engagement agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Stockholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees nor any dispute arising under or related to this Agreement. Each Stockholder acknowledges and agrees that in performing member of the functions specified in this AgreementAdvisory Group (collectively, the “Stockholders' ’ Representative will not Group”), shall be liable to any Company Equityholder for any act done or omitted hereunder, under the Escrow Agreement or under any Stockholders’ Representative engagement agreement as Stockholders’ Representative while acting in good faith, even if such Stockholder act or omission constitutes negligence on the part of such Stockholders’ Representative. The Stockholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Stockholders’ Representative may engage attorneys, accountants and other professionals and experts. The Stockholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the absence of willful misconduct Stockholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Equityholder shall indemnify and defend the Stockholders’ Representative Group and hold the Stockholders’ Representative Group harmless against any loss, liability, claims, damages, fees, costs or fraud expense (including expenses in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement incurred on the part of the Stockholders' ’ Representative and the Stockholders agree to indemnify and hold (so long as the Stockholders' ’ Representative harmless were acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other skilled professionals retained by the Stockholders’ Representative (“Stockholders’ Representative Expenses”). The Stockholders’ Representative shall have the right to retain Stockholders’ Representative Expenses first, from the Representative Reimbursement Amount prior to any distribution to the Company Equityholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholders’ Representative Expenses actually incurred, second, from any distribution of the Escrow Fund otherwise distributable to the Company Equityholders at the time of distribution, and third, directly from the Company Equityholders. The Company Equityholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholders’ Representative shall not be required to take any action unless the Stockholders’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholders’ Representative against any the costs, expenses and all Losses including reasonable attorneys' fees liabilities which may be incurred by the Stockholders' ’ Representative in performing such actions. (c) The Stockholders’ Representative shall be entitled to: (i) rely upon the Closing Date Allocation Schedule, (ii) rely upon any signature reasonably believed by reason of it taking any action or omitting to take any action pursuant be genuine, and (iii) reasonably assume that a signatory has proper authorization to this Agreement other than Losses incurred as a result of willful misconduct or fraud sign on the part behalf of the Stockholders' Representativeapplicable Company Equityholder or other party. Notices or communications to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any A decision, act, consent or instruction of the Stockholders' ’ Representative under this Agreement or the Escrow Agreement, including an amendment, extension or waiver of this Agreement pursuant to Sections 9.4 or 9.5 hereof, shall constitute a decision, act, consent or instruction decision of all Stockholders the Company Equityholders and shall be final, binding, binding and conclusive upon each the Company Equityholders and such StockholderCompany Equityholder’s successors as if expressly confirmed and ratified in writing by such Company Equityholder. The powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Equityholder and shall be binding on any successor thereto, and (ii) shall survive the Buyer may rely upon delivery of an assignment by any written decision, act, consent or instruction Company Equityholder of the Stockholders' Representative as being whole or any fraction of his, her or its interest in 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' RepresentativeEscrow Fund.

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, any such Action or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Stockholders’ Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (xiii) to waive or refrain from enforcing any dispute related right of the Equityholders arising out of or under or in any manner relating to this Agreement; provided, however, that such waiver is in writing signed by the Stockholders’ Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement; (v) to engage outside counsel, accountants and other advisors and incur such other expenses on behalf of the Equityholders in connection with any matter arising under this Agreement; and (vi) to collect, hold and disburse the Purchase Price Adjustment Holdback Amount and the Expense Holdback Amount in accordance with the terms of this Agreement. (b) The Stockholders’ Representative shall be entitled to receive reimbursement from, and be indemnified by, the Equityholders for certain expenses, charges and liabilities as provided below. In connection with this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder, (yi) the taking Stockholders’ Representative shall incur no responsibility whatsoever to any Equityholders by reason of any act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Stockholders' ’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of the Stockholders’ Representative pursuant to such advice shall in no event subject the Stockholders’ Representative to liability to any Equityholders. Each Equityholder shall indemnify, severally and not jointly, based on such Equityholder’s pro rata share of Merger Consideration received by such Equityholder, the Stockholders’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever, arising out of or relating to any acts or omissions of the Stockholders’ Representative hereunder. The foregoing indemnification shall not apply in the event of any Action which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct. The Stockholders’ Representative shall have the right to recover, at its sole discretion, from the Expense Holdback Amount, prior to any distribution to the Equityholders, any amounts to which it is entitled pursuant to the expense reimbursement and indemnification provisions of this Section 8.15(b). (c) All of the indemnities, immunities and powers granted to the Stockholders’ Representative under this Agreement shall survive the Effective Time and/or any termination of this Agreement. (d) Parent and the Surviving Corporation shall have the right to rely upon all actions and the making of any decisions required taken or permitted omitted to be taken by the Stockholders' ’ Representative or any Stockholder under pursuant to this Agreement, including all of which actions or omissions shall be legally binding upon the exercise Equityholders. Parent’s obligation to make any payment to or for the benefit of any Equityholder under or in connection with this Agreement is to make such payment as the Stockholders’ Representative directs, as described in this Agreement, and Parent and the Surviving Corporation shall have the right to rely upon, without any liability for any errors or omissions, any instruction provided 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; payments. (e) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Equityholder and (ii) give and receive notices and communications, receive service shall survive the consummation of process, organize or assume the defense of claims related to this Agreement, agree to, negotiate, or enter into settlements and compromises ofMerger, 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 action taken by the Stockholders' ’ Representative related pursuant to the authority granted in this Agreement; Agreement shall be effective and (iv) take all binding on each Equityholder notwithstanding any contrary action of or direction from such Equityholder, except for actions necessary in the judgment or omissions of the Stockholders' ’ Representative constituting willful misconduct. (f) Each of the Company, Merger Sub and Parent acknowledges and agrees that the Stockholders’ Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Merger Sub and Parent acknowledges and agrees that the Stockholders’ Representative shall have no liability to, and shall not be liable for the accomplishment of any losses of, any of the foregoing. The Company, Merger Sub or Parent in connection with any obligations of the Stockholders' ’ Representative will have authority and power to and shall act on behalf under this Agreement or otherwise in respect of any Stockholder with respect this Agreement or the transactions contemplated hereby, except 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 extent such losses shall be bound by all actions taken and all documents executed proven to be the direct result of willful misconduct 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 performance 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' Representativeits obligations hereunder.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxx Xxx and in the event that he is unable or unwilling to serve, Xxxxxxxx Xxxxxxx Xxxx to be the Stockholders' representative (the "Stockholders' Representative") to serve as, and the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) initiate, negotiate, enter into resolutions, settlements AppNet 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 Newco shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under Representative. All notices, communications or related writings to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice, communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against is authorized to accept deliveries, including any and all Losses including reasonable attorneys' fees incurred by notice, on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.

Stockholders’ Representative. (a) Generally. By executing Each holder of Company Common Stock, by signing this Agreement, each Stockholder designates Xxxxxx Xxxx Xxxxxxx, or, in the event that Xxxxxx Xxxx Xxxxxxx Xxxx (the "Stockholders' Representative") is unable or unwilling to serve asserve, and Xxxxx X. Xxxxxxx, XX to be the Stockholders' Representative accepts such designation as, the representative for purposes 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 . The Stockholders shall be bound 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: on their behalf. (ib) 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 Parent shall be bound by all actions taken and all documents entitled to rely upon any communication or writings given or executed by the Stockholders' Representative in connection with any dispute arising under or related Representative. All notices to be sent to Stockholders pursuant to this Agreement. Each Stockholder acknowledges and agrees that in performing the functions specified in this Agreement, the Stockholders' Representative will not Agreement may be liable addressed to any such Stockholder in the absence of willful misconduct or fraud on the part of the Stockholders' Representative and any notice so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and agree to indemnify and hold that the Stockholders' Representative harmless against any and all Losses including reasonable attorneys' fees incurred by is authorized to accept notice on behalf of the Stockholders pursuant hereto. (c) The Stockholders' Representative by reason is hereby appointed and constituted the true and lawful attorney-in-fact of it taking any action each Stockholder, with full power in his or omitting her name and on his or her behalf to take any action pursuant act according to the terms of this Agreement other than Losses incurred as a result of willful misconduct or fraud on in the part absolute discretion of the Stockholders' Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable in connection with this Agreement. Notices or communications This power of attorney and all authority hereby conferred is granted subject to or from the Stockholders' Representative shall constitute notice to or from any applicable Stockholder. Any decision, act, consent or instruction interest of the Stockholders' Representative shall constitute a decisionother Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, act, consent or instruction of all Stockholders and shall be finalirrevocable and shall not be terminated by any act of any Stockholder, bindingby operation of law, and conclusive upon each whether by such Stockholder. The Company and the Buyer may rely upon 's death or 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' Representativeother event.