Common use of Stockholders Representatives Clause in Contracts

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (vii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company Stock.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the The Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite Representatives shall have full power and authority to represent the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB AgreementIndemnifying Stockholders, and (vi) the orderly distribution of Merger Consideration from LeukoSite their successors, with respect to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given matters arising under this Agreement and the Escrow Agreement, and (vii) to take any and all additional action as is contemplated to be actions taken by or on behalf of the any Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities Representative hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trusteesIndemnifying Stockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Stockholders Representatives shall have full power and authority to interpret all of the terms and provisions of this Agreement on behalf of the Indemnifying Stockholders, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Stockholders and their successors. The Escrow Agent may rely on the Stockholders Representatives as the exclusive agent of the Indemnifying Stockholders under this Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in reliance thereon. In the event of the death or permanent disability of a Stockholders Representative, or his, her or its resignation as a Stockholders Representative, a successor Stockholders Representative shall be elected by a majority vote of the Indemnifying Stockholders, with each such Indemnifying Stockholder (or his, her or its successors or assigns) to be given a vote equal to the number of each Stockholdervotes represented by the shares of stock of NetGen held by such Indemnifying Stockholder immediately prior to the effective time of the Merger. Each successor Stockholders Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders Representatives, and any references in this Agreement to a Stockholder or the term “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. (f) All fees and expenses incurred by the Stockholders' Representatives Representative” as used herein shall be paid by the deemed to include such successor Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company StockRepresentative.

Stockholders Representatives. (ai) In order to administer efficiently administer the transactions contemplated hereby, including (i) the waiver implementation of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree this Agreement on behalf of the Stockholders holders of Company Common Stock, Company Preferred Stock, Company Options, Company Warrants and other equity securities of the Company prior to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite Effective Time (the "FORMER STOCKHOLDERS") and the Company, (ivii) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant dispute with respect to this Agreement, the Company shall, prior to the Effective Time, designate three Persons to act as representatives on behalf of the Former Stockholders (v) collectively, the ability"STOCKHOLDERS' REPRESENTATIVES"). By approving this Agreement, subject the Company's stockholders authorize and empower the Company to make such designation, approve and upon ratify all of the rights, powers and authorities provided to the Stockholders' Representatives under the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB this Agreement, and (vi) agree to be bound by all decisions and other actions taken by the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). (bii) The From and after the Effective Time, the Former Stockholders hereby authorize the Stockholders' Representatives, acting jointly, Representatives (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations implementation of the Agreement on behalf of the Former Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which dispute, including, without limitation, with regard to matters pertaining to the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to indemnification provisions of this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (viii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (viiiii) to take any and all additional action as is contemplated to be taken by or on behalf of the Former Stockholders by the terms of this Agreement or and the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (ciii) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the If any Stockholders' Representatives, Representative dies, becomes unable to perform his responsibilities hereunder legally incapacitated or resigns from such position, another Person designated by the remaining Stockholders' Representatives, or if none remain, by the Former Stockholders holding, immediately prior holding the right to the Closing, a majority receive more than 50% in interest of the combined voting power of Escrow Fund (the Company Stock "REQUISITE FORMER STOCKHOLDERS"), who shall select another representative be identified to Parent as soon as practicable, shall fill such vacancy and such substituted representative shall be deemed to a be the Stockholders' Representative Representative(s) for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx XxxxxxxAgreement; provided, or his substitute as one of however, that no change in the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from Representatives shall be effective until Parent is given written notice of such positionchange. If no Stockholders' Representative is then currently serving, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative Stockholders' Representative shall be deemed to a be the Requisite Former Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (div) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense as provided in this Section 1.11 or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and under the Escrow Agreement or the right of set-off pursuant to this Agreement, shall be binding upon all of the Stockholders Former Stockholders, and no Former Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (ev) By virtue of the adoption their execution and/or approval 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 withMerger, the applicable provisions of the DGCL, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement Company and the approval of the Merger at such meeting or by written consent) that is not a holder of Dissenting Shares hereby agrees its stockholders agree that: (iA) LeukoSite Parent shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or and under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied Parent for any action taken by Parent in reliance upon the joint instructions or decisions of the Stockholders' Representatives;. (iiB) all All actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Former Stockholders and no Former Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, Representatives under this Agreement, the Escrow Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives;. (iiiC) the The provisions of this Section 4.10 1.11 are independent and severable, are shall constitute an irrevocable and power of attorney, coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with surviving death, granted by the transactions contemplated by this Agreement; (iv) remedies available at law for any breach Former Stockholders to each of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary Stockholders' Representatives and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Former 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. (fD) All Each Former Stockholder shall be responsible to pay his, her or its pro rata share, based on the relative percentage of the payments in respect of the Merger Consideration that are allocable and payable to such Former Stockholder hereunder (his, her or its "PRO RATA SHARE"), of all fees and expenses, including, without limitation, all attorney's fees and expenses incurred in connection with defending or settling any claim under this Agreement, and any amounts under subsection (E) below, incurred by the Stockholders' Representatives. (E) By approving this Agreement, each Former Stockholder agrees to severally indemnify and hold harmless the Stockholders' Representatives and their respective Affiliates and their respective officers, directors, stockholders, partners, employees and agents (collectively, the "STOCKHOLDER REPRESENTATIVE PARTIES") from and against any Losses (except Losses caused by such parties' fraud or willful breach) that such Stockholder Representative Parties may suffer or incur in connection with any action or omission taken or omitted to be taken by the Stockholders' Representatives hereunder. Each Former Stockholder shall be responsible to pay his, her or its Pro Rata Share of such Losses. (F) The Stockholders' Representatives shall have the right to recover from the Escrow Fund, prior to any distribution to the Former Stockholders, an amount equal to any reasonable fees, costs and expenses in connection with the acceptance and administration of the Stockholders' Representatives' duties hereunder. In taking any action hereunder and under the Escrow Agreement, the Stockholders' Representatives shall be paid protected in relying upon any notice or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it, in its good faith judgment, to be sufficient; provided, however, that the Stockholders' Representatives shall not waive any rights with respect to any individual Former Stockholder(s)' interest(s) if such waiver would have the effect of disproportionately and adversely affecting such individual Former Stockholders(s) as compared to the interests of the other Former Stockholders, without the prior consent of the affected Former Stockholder(s). No Stockholders' Representative shall be liable to Parent or the Former Stockholders (other than holders for any act performed or omitted to be performed by it in the good faith exercise of Dissenting Shares) its duties and shall be liable only in proportion the case of fraud or willful breach of this Agreement by such Stockholders' Representative. The Stockholders' Representatives may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Stockholders' Representatives shall not be responsible for determining or verifying the authority of any Person acting or purporting to their ownership act on behalf of Company Stockany party to this Agreement.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant The parties to this Agreement shall cooperate with the Stockholders Representatives and any accountants, attorneys or other agents whom either Stockholders Representative may retain to assist in carrying out its duties hereunder. The Stockholders Representatives may communicate with any Stockholder or any other Person concerning its responsibilities hereunder, but neither is required to do so. In the Escrow Agreement or event that the right of set-off pursuant Stockholders Representatives provide conflicting instructions to this AgreementNetScout, (v) the ability, subject to and NetScout may rely upon the terms and conditions set forth instructions of Silver Lake Partners, L.P. or any replacement thereof if such Stockholders Representative has resigned. The Stockholders Representatives will act in Section 9.14 hereof, to take all action necessary against UCB good faith in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, their capacities as the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given Representatives under this Agreement and the Escrow Agreement, and the Stockholders Representatives shall have no Liability whatsoever to any Person relating to its service hereunder (vii) to take including any and all additional action as is contemplated taken or omitted to be taken taken), except that the Stockholders Representatives, severally and not jointly, shall be liable for harm which they directly cause by or on behalf an act of fraud. Each of the Stockholders Representatives may resign at any time by the terms of this Agreement or the Escrow Agreement. In order for any actionnotifying in writing NetScout, consent, approval or determination taken or made by NetGen and the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxxof any such resignation, or his substitute as one the former holders of a majority of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, outstanding shares of NetGen Common Stock immediately prior to the ClosingEffective Time may elect a new Stockholders Representative, which new Stockholders Representative shall be a majority third party beneficiary of this Agreement. (b) Each of the combined voting power of the Company Stock shall select another representative Stockholders Representatives represents and warrants to fill such vacancy NetGen, NetScout and such substituted representative shall be deemed Merger Sub, severally and not jointly (i) that it has all necessary power, authority and capacity to a Stockholders' Representative for all purposes of execute and deliver this Agreement and the documents delivered pursuant hereto. to perform its obligations hereunder; (ii) Xxxx Xxxxxxxthe execution, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy delivery and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach performance of this Agreement by such Stockholders Representative has been duly and validly authorized by all necessary action on the Stockholders' Representatives; part of such Stockholders Representative and (iii) this Agreement has been duly and validly executed and delivered by such Stockholders Representative and, assuming the provisions due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of this Section 4.10 are independent and severablesuch Stockholders Representative, are irrevocable and coupled enforceable against it in accordance with an interest and shall its terms, except that such enforceability may be enforceable notwithstanding any limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights or remedies that any Stockholder may have generally, (y) general principles of equity (whether applied in connection with the transactions contemplated by this Agreement; (iv) remedies available a proceeding at law for or in equity) and (z) any breach implied covenant of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary good faith and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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 otherwisefair dealing. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company Stock.

Stockholders Representatives. (a) In order to administer efficiently administer the transactions contemplated hereby, including (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, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), and (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection dispute with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite respect to the StockholdersAgreement, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, X. Parenti as their representatives representative (in such capacity, the "Stockholders' RepresentativesRepresentative"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, Representative (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the implementation of the Agreement on behalf of the Stockholders, the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreementdispute, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (viii) to give and receive all notices required to be given under this the Agreement and the Escrow Agreement, and (viiiii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of that the Stockholders' Representatives, Representative dies, becomes unable to perform his responsibilities hereunder legally incapacitated or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock Xxxxx Xxxxxxxx shall select another representative to fill such vacancy and such substituted representative shall be deemed to a be the Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx XxxxxxxAgreement; however, or his substitute as one of no change in the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative Representative shall be deemed to a effective until Buyer is given notice of it by the Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, Representative shall be binding upon all of the Stockholders Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By virtue of the adoption their execution of this Agreement and the approval of the Merger by Agreement, 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 agree that: (i) LeukoSite Buyer shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or Representative as to any other actions required or permitted to be taken by the Stockholders or the Stockholders' Representatives hereunder or under the Escrow AgreementRepresentative hereunder, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied Buyer for any action taken by Buyer in reliance upon the joint instructions or decisions of the Stockholders' RepresentativesRepresentative; (ii) all actions, decisions and instructions of the Stockholders' Representatives Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives Representative for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' RepresentativesRepresentative; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 1.11 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation Buyer brings an action to enforce the provisions of this Section 4.101.11; and (viv) the provisions of this Section 4.10 1.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Stockholders to the Stockholders' Representative and shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) All fees and expenses incurred by the Stockholders' Representatives Representative shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company StockStockholders.

Stockholders Representatives. (a) In order Xxxxxxx Xxxxxx, MD and Xxxxx Xxxx are hereby constituted, appointed and empowered as the Stockholders’ Representatives, for the benefit of the Stockholders and the exclusive agents and attorneys-in-fact to efficiently administer act on behalf of each Stockholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, including which shall include the power and authority: (i) the waiver of to negotiate, execute and deliver such waivers, consents and amendments (other than any condition to the obligations written consent of the Stockholders to consummate adopting this Agreement) under this Agreement and the consummation of the transactions contemplated herebyhereby as the Stockholders’ Representatives, in their sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Representatives, to enforce and protect the rights and interests of the Stockholders and to enforce and protect the rights and interests of such Persons arising out of or under or in any adjustment in manner relating to this Agreement and the number of Aggregate Base Consideration Shares pursuant transactions provided for herein, and to Section 3.7(e), (iii) take any and all actions which the ability to consent, approve Stockholders’ Representatives believe are necessary or appropriate under this Agreement for and agree on behalf of the Stockholders including, consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Surviving Corporation and their respective Representatives regarding such claims, and, in connection therewith, to (A) assert any adjustment claim or change institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent, the Surviving Corporation or any other Person, or by any Governmental Entity against the Stockholders’ Representatives and/or any of the Stockholders, and receive process on behalf of any or all Stockholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Unaudited Closing Net Cash Balance Stockholders’ Representatives shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Representatives may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that may the Stockholders’ Representatives shall not have any obligation to take any such actions, and shall not have any Liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Stockholders arising out of or under or in any manner relating to this Agreement; provided, however, that no such failure to act on the part of the Stockholders’ Representatives, except as otherwise provided in this Agreement, shall be agreed upon deemed a waiver of any such right or interest by LeukoSite and the Company, Stockholders’ Representatives or by the Stockholders unless such waiver is in writing signed by the waiving party or by the Stockholders’ Representatives; (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 defense and/or settlement of any claims for which Stockholders’ Representatives, in their sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to transactions contemplated by this Agreement, ; (v) the abilityto engage special counsel, subject to accountants and upon the terms other advisors and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in incur such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions other expenses on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to matter arising under this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, ; (vi) to give collect, hold and receive all notices required disburse the Stock Closing Payment, Dissenting Shares Amount, Final Stock Payment, the Expense Holdback Amount, the Purchase Price Adjustment Escrow Amount, the Indemnification Escrow Amount and any other amounts due and payable to be given under or by the Stockholders in accordance with the terms of this Agreement and the Escrow Agreement, ; and (vii) to take any instruct the Escrow Agent to collect, hold and all additional action as is contemplated to be taken by or on behalf of disburse the Stockholders by Purchase Price Adjustment Escrow Amount and the then available Indemnification Escrow Amount in accordance with the terms of this Agreement or and the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, shall be binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (eb) 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 voting in favor of the adoption of this Agreement and the approval consummation of the Merger at such meeting or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Stockholder grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the specific and limited matters described above, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Stockholders’ Representatives may lawfully do or cause to be done by written consent) that is not a holder of Dissenting Shares hereby virtue hereof. Each Stockholder further acknowledges and agrees that:, upon execution of this Agreement, with respect to any delivery by the Stockholders’ Representatives of any documents executed by the Stockholders’ Representatives pursuant to this Section 10.16, such Stockholder shall be bound by such documents as fully as if such Stockholder had executed and delivered such documents. No bond shall be required of the Stockholders’ Representatives, and the Stockholders’ Representatives shall receive no compensation for their services other than pursuant to the terms of that certain Stockholders’ Representatives Agreement, dated on or about the date hereof, by and among the Stockholders’ Representatives, the Company and the Stockholders party thereto (the “Stockholders’ Representatives Agreement”). (c) The Stockholders’ Representatives shall be entitled to receive reimbursement from, and be indemnified by, the Stockholders 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’ Representatives hereunder, (i) LeukoSite the Stockholders’ Representatives shall incur no responsibility whatsoever to any Stockholders by reason of any error in judgment or other 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’ Representatives shall be able entitled to rely conclusively on the joint instructions advice of counsel, public accountants or other independent experts experienced in the matter at issue, and decisions any error in judgment or other act or omission of the Stockholders' ’ Representatives as pursuant to such advice shall in no event subject the Stockholders’ Representatives to Liability to any Stockholders. Each Stockholder shall indemnify, severally and not jointly, based on such Stockholder’s Pro Rata Portion, the Stockholders’ Representatives 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 (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the settlement acts or omissions of the Stockholders’ Representatives hereunder. The foregoing indemnification shall not apply in the event of any claims action or proceeding which finally adjudicates the liability of the Stockholders’ Representatives hereunder for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite their willful misconduct. The Stockholders’ Representatives shall have the right to make a claim against recover, at their sole discretion, from the Escrowed Securities Expense Holdback Amount, prior to any distribution to the Stockholders, any amounts to which they are entitled pursuant to the expense reimbursement and indemnification provisions of this Section 10.16(b). In the event of any indemnification hereunder, upon written notice from the Stockholders’ Representatives to the Stockholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Stockholder shall promptly deliver to the Stockholders’ Representatives full payment of his or her Pro Rata Portion of the amount of such deficiency. The Stockholders’ Representatives shall establish such terms and procedures for administering, investing and disbursing any amounts from the Expense Holdback Amount as they may determine in their reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. (d) All of the indemnities, immunities and powers granted to the Stockholders’ Representatives under this Agreement shall survive the Effective Time and/or any termination of this Agreement. (e) Parent and the Escrow Agreement or Surviving Corporation shall have the right of set-off pursuant to this Agreement, rely upon all actions taken or as to any other actions required or permitted omitted to be taken by the Stockholders' ’ Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite pursuant to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud all of which actions or willful breach of this Agreement by omissions shall be legally binding upon the Stockholders' Representatives;. (iiif) the provisions The grant of this Section 4.10 are independent and severable, are irrevocable and authority provided for herein (i) is coupled with an interest and shall be enforceable irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Stockholder and (ii) shall survive the consummation of the Merger, and any action taken by the Stockholders’ Representatives pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Stockholder notwithstanding any rights contrary action of or remedies direction from such Stockholder, except for actions or omissions of the Stockholders’ Representatives constituting willful misconduct. (g) Each of the Company, Merger Sub and Parent acknowledges and agrees that any Stockholder may have the Stockholders’ Representatives are a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated by this Agreement; (iv) remedies available at law for any breach hereby. Accordingly, each of the provisions of this Section 4.10 are inadequate; therefore, LeukoSiteCompany, Merger Sub and/or and Parent acknowledges and agrees that, other than in the Surviving Corporation Stockholders’ Representatives’ role as Stockholders, the Stockholders’ Representatives shall have no Liability to, and shall not be entitled to temporary and permanent injunctive relief without liable for any losses of, any of the necessity of proving damages if either LeukoSiteCompany, Merger Sub and/or or Parent in connection with any obligations of the Surviving Corporation brings an action to enforce the provisions Stockholders’ Representatives under this Agreement or otherwise in respect of this Section 4.10; and (v) Agreement or the provisions of this Section 4.10 transactions contemplated hereby, except to the extent such losses shall be binding upon proven to be the executors, heirs, legal representatives, personal representatives, successor trustees, and successors direct result of each Stockholder, and any references in this Agreement to a Stockholder fraud 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. (f) All fees and expenses incurred willful misconduct by the Stockholders' ’ Representatives shall be paid by in connection with the Stockholders (other than holders performance of Dissenting Shares) in proportion to their ownership of Company Stockits obligations hereunder.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) or effect the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf preparation of the Stockholders to any adjustment or change in the Unaudited Proposed Closing Net Cash Balance that may be agreed upon by LeukoSite Asset Value and the CompanyFinal Closing Net Asset Value, (iv) the defense and/or settlement of and any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant amendment to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx Xxxx Bu and Xxxx Xxxxxx X. Xxxxxxx, acting jointly, III as their representatives (in such capacity, the "Stockholders' Stockholders Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, Stockholders Representatives acting jointly, jointly but not singly (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (viii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (viiiii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consentincluding, approval or determination taken or made by the Stockholders' Representatives to be validwithout limitation, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoeverArticle XI hereof. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, that a Stockholders Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock Shares as set forth on Schedule I attached hereto shall select another representative to fill such vacancy and such substituted representative shall be deemed to be a Stockholders' Stockholders Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant heretoAgreement. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Stockholders Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, hereunder shall be binding upon all of the Stockholders Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By virtue of the their adoption of this Agreement and the approval of the Merger by Merger, 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 agree that: (i) LeukoSite the Surviving Corporation shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Stockholders Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Stockholders Representatives hereunder or under the Escrow Agreementhereunder, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied Surviving Corporation for any action taken by the Surviving Corporation in reliance upon the joint instructions or decisions of the Stockholders' Stockholders Representatives; (ii) all actions, decisions and instructions of the Stockholders' Stockholders Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Stockholders Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, Stockholders Representatives under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Stockholders Representatives; (iii) the provisions of this Section 4.10 2.07 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 2.07 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation or the Company brings an action to enforce the provisions of this Section 4.102.07; and (v) the provisions of this Section 4.10 2.07 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholder's Stockholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) All fees and expenses incurred by the Stockholders' Stockholders Representatives after the Closing shall be the responsibility of the Stockholders and the Stockholders Representatives shall have the right to reimbursement of such fees and expenses from any amounts distributed to the Stockholders Representatives under this Agreement for distribution to the Stockholders and shall have the right to defer the distribution of all or a portion of any such amounts in reasonable anticipation of any fees or expenses incurred by them in the performance of their duties hereunder. (g) The Stockholders Representatives shall not be liable for any act done or omitted hereunder as Stockholders Representatives without bad faith or gross negligence and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of good faith. The Stockholders shall severally indemnify the Stockholders Representatives and hold them harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Representatives and arising out of or in connection with the acceptance or administration of their duties hereunder. Any amounts payable to the Stockholders Representatives hereunder shall be the responsibility of the Stockholders and shall not be paid by out of the Escrow Funds unless and until distributed to the Stockholders (other than holders of Dissenting Shares) in proportion Representatives for distribution to their ownership of Company Stockthe Stockholders.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated herebyactivities of the parties under this Agreement and the Escrow Agreement from and after the Effective Time, including BE&K hereby designates (i) and such designation shall become effective automatically upon the waiver BE&K Stockholder Approval having been obtained), and the BE&K Stockholders, by virtue of their acceptance of any condition of their Merger Consideration pursuant to this Agreement, accept, ratify and agree to the obligations of designation of, T. Mxxxxxx Xxxxxxxx, Txxxxxxx X. Xxxxxxx and Cxxxx X. Xxxxx as representatives for the BE&K Stockholders to consummate (the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e“Stockholders’ Representatives”), (iii) and hereby and thereby authorize the ability Stockholders’ Representatives to consent, approve and agree act on behalf of the BE&K Stockholders at and after the Closing: (i) to any adjustment take all actions necessary to determine the Final Purchase Price in accordance with Section 2.4, including, without limitation, authorizing or change consenting to distributions out of the Holdback Amount; (ii) to take all actions necessary in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) connection with the defense and/or settlement of any claims for which the Stockholders indemnification may be required to indemnify LeukoSite and/or the Surviving Corporation sought by KBR pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 Article 8 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, ; (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given under this Agreement or the Escrow Agreement; (iv) to draw upon the Expense Escrow Fund provided for in Section 2.5 in their discretion for the purposes contemplated by this Agreement without the consent of KBR or the BE&K Stockholders; (v) to authorize disbursements from the Indemnity Escrow Fund and the Excluded Business Escrow Fund in accordance with this Agreement and the Escrow Agreement; (vi) to object to, to litigate, to arbitrate, to negotiate and enter into settlements and compromises of, and to comply with orders of courts or arbitrators with respect to, Claims made by any KBR Indemnified Parties pursuant to Article 8; (vii) to provide instructions to the Escrow Agent under the Escrow Agreement; and (viii) to take any and all additional action actions as is are necessary or appropriate in the judgment of the Stockholders’ Representatives for the accomplishment of the foregoing or as contemplated to be taken by or on behalf of the Stockholders them under by the terms of this Agreement or and the Escrow Agreement. In order for any actionso acting, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither all decisions of the Stockholders' ’ Representatives for all purposes of this Agreement and the Escrow Agreement shall have any power be taken by the affirmative vote (or authority to take any action individually without the other, and, in the event that either written consent) of a majority of the individuals then holding the title of a Stockholders' Representatives takes any action individually without the other’ Representative, such action shall not be binding or of any force or effect whatsoeveron a per capita basis. (cb) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the If any Stockholders' Representatives, ’ Representative dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, the Stockholders holdingremaining Stockholders’ Representatives shall, immediately prior to the Closingby majority vote on a per capita basis, appoint a majority of the combined voting power of the Company Stock substitute Stockholders’ Representative and shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement promptly notify KBR and the documents delivered pursuant heretoEscrow Agent thereof in writing. (iic) Xxxx Xxxxxxx, or his substitute as one No bond shall be required of the Stockholders' ’ Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant heretoStockholders’ Representatives shall receive no compensation for their services, but they may be reimbursed from the Escrow Expense Fund for any out-of-pocket expenses actually incurred by them in the performance of their duties as Stockholders’ Representatives. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, KBR 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 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) LeukoSite shall be able entitled to rely conclusively on the joint instructions and decisions of a majority of the Stockholders' ’ Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement each and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted every action purported to be taken by the Stockholders' ’ Representatives hereunder or and under the Escrow Agreement, without any duty of inquiry, and no party hereunder none of the Stockholders’ Representatives or any of the BE&K Stockholders shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions KBR or decisions any of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives its Affiliates for any action taken, decision made or instruction given not taken, by KBR in reliance upon the instructions or decisions of a majority of the Stockholders’ Representatives. In all notices and instructions to KBR by the Stockholders' ’ Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives;’ Representatives shall certify that a majority of the then existing Stockholders’ Representatives have approved of such notice or instruction. (iiie) the The provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 2.3 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each BE&K Stockholder, and any references in this Agreement to a BE&K Stockholder or the Stockholders shall mean and include the successors to the Stockholder's rights of such BE&K Stockholder hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) Upon request of the Stockholders’ Representatives and/or the Escrow Agent, each BE&K Stockholder shall complete, execute and provide to the Stockholders’ Representatives and/or the Escrow Agent, as applicable, certified tax identification numbers by furnishing IRS Forms W-9 (or Forms W-8, in the case of non-U.S. persons) and other forms, documents and information as the Stockholders’ Representatives and/or the Escrow Agent may reasonably require in order to disburse any amounts from the Indemnity Escrow Fund, the Excluded Business Escrow Fund or the Expense Escrow Fund to such BE&K Stockholder, and each of the BE&K Stockholders agrees that if such documentation is not so certified and provided, the Escrow Agent may be required by the Code to withhold and promptly remit to the Internal Revenue Service a portion of any interest or other income earned on the investment of the Indemnity Escrow Fund, the Excluded Business Escrow Fund or the Expense Escrow Fund. (g) All decisions and actions by the Stockholders’ Representatives, including, without limitation, any agreement between the Stockholders’ Representatives and KBR relating to the defense or settlement of any Claims for which indemnity may be sought by any of the KBR Indemnified Parties pursuant to Article 8, shall be binding upon all of the BE&K Stockholders, and no BE&K Stockholder shall have (A) the right to object, protest or otherwise contest the same or (B) any cause of action against the Stockholders’ Representatives for any action taken, decision made or instruction given by the Stockholders’ Representatives under this Agreement or the Escrow Agreement while acting in good faith, except for intentional fraud or willful breach of this Agreement or the Escrow Agreement by the Stockholders’ Representatives. (h) Each BE&K Stockholder agrees to indemnify and hold harmless the Stockholders’ Representatives severally, pro rata in accordance with each BE&K Stockholder’s ownership of the capital stock of BE&K immediately prior to the Effective Time, and not jointly, from and against any and all (A) reasonable expenses incurred by the Stockholders’ Representatives in connection with the performance or administration of the Stockholders’ Representatives’ duties hereunder, (B) reasonable legal fees, accounting fees and other fees and expenses incurred by the Stockholders' ’ Representatives in connection with the performance or administration of the Stockholders’ Representatives’ duties hereunder, which legal fees are hereby authorized by the BE&K Stockholders, and (C) any damages or expenses asserted against, resulting to, or imposed upon, or incurred or suffered by the Stockholders’ Representatives without intentional fraud or willful misconduct on the part of the Stockholders’ Representatives, and arising out of or in connection with the acceptance, performance or administration of the Stockholders’ Representatives’ duties hereunder. If the Stockholders’ Representatives are entitled to indemnification under this Section 2.3, the Stockholders’ Representatives shall first cause the Escrow Agent to pay such amounts from the Expense Escrow Fund. If, at the time that the BE&K Stockholders are entitled to a distribution from the Indemnity Escrow Fund or the Excluded Business Escrow Fund, any BE&K Stockholder shall not have paid an obligation due to the Stockholders’ Representatives pursuant to this Agreement, and such obligation cannot be paid satisfied from the Expense Escrow Fund, the Stockholders’ Representatives may direct the Escrow Agent (as part of the distribution instruction given with respect to such distribution) to distribute to the Stockholders’ Representatives the amount of such BE&K Stockholder’s obligation up to the amount distributable to such BE&K Stockholder, and such distribution to the Stockholders’ Representative shall be in full satisfaction of such obligation to the extent of the amount so distributed. (i) The Stockholders’ Representatives shall have no obligation to the BE&K Stockholders to contest any Claim, or take any other action hereunder or under the Escrow Agreement requiring the expenditure of funds by the Stockholders (Stockholders’ Representatives unless the Stockholders’ Representatives determine that the amount of the Expense Escrow Fund is sufficient to pay such expenditures or an indemnity or other than holders security satisfactory to the Stockholder Representatives in their sole discretion is provided by some or all of Dissenting Shares) in proportion to their ownership of Company Stockthe BE&K Stockholders.

Stockholders Representatives. The execution of this Agreement, the approval of the Merger by the Megan Stockholders and the acceptance of the Merger Consideration by the Megan Stockholders shall constitute approval of the appointment of the Stockholders' Representatives, who shall have authority to take the actions expressly set forth below and elsewhere in this Agreement on behalf of the Megan Stockholders. (a) In order to administer efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations implementation of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree Agreement by or on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Megan Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxx and Xxxx XxxxxxxX. Xxxxx, acting jointly, are hereby designated as their the co-representatives of the Megan Stockholders (in such capacitytogether, the "Stockholders' Representatives"). All decisions and actions by the Stockholders' Representatives involving amounts in excess of $10,000 shall require the joint approval of the Stockholders' Representatives. Each Stockholders' Representative, acting alone, shall be authorized and empowered to make decisions and actions with respect to matters involving amounts less than $10,000. Notices to the Stockholders' Representatives shall be effective when given pursuant to Section 11.1 to either of the Stockholders' Representatives. The Principal Stockholders may authorize the payment of reasonable compensation to the Stockholders' Representatives. (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, Representatives are hereby authorized (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver implementation of this Agreement and the Ancillary Agreements on behalf of the Megan Stockholders, (ii) to make any determinations with AVANT as required pursuant to Section 4.3, (iii) to waive any condition to the obligations of the Megan Stockholders to consummate the transactions contemplated hereby, or (iv) to settle any dispute related to the defense rights and/or settlement obligations of any claims for which the Megan Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant related to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB any Ancillary Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given to the Megan Stockholders under this Agreement and the Escrow or any Ancillary Agreement, and (viivi) to take any and all additional action as is contemplated or reasonably necessary to be taken by or on behalf of the Megan Stockholders by the terms of this Agreement or any Ancillary Agreement, including without limitation, pursuant to Article 8 hereof and (vii) to engage and pay attorneys, accountants, consultants and other professional advisors and to pay all reasonably necessary expenses in connection with matters relating to the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding rights and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither obligations of the Stockholders' Representatives shall have Megan Stockholders under this Agreement and any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoeverAncillary Agreement. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as that one of the Stockholders' Representatives, Representatives dies, becomes unable to perform his responsibilities hereunder legally incapacitated or resigns from such position, then the Stockholders holdingremaining Stockholders' Representative, immediately prior to after consultation with the ClosingPrincipal Stockholders, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative newly appointed person shall be deemed to a be one of the Stockholders' Representative Representatives for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx XxxxxxxAncillary Agreement; however, or his substitute as one of no change in the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative Representatives shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant heretoeffective until AVANT receives notice. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, shall be binding upon all of the Stockholders Megan Stockholders, and no Megan Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By virtue of the their adoption of this Agreement and the Agreement, 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 acceptance of the Merger at such meeting or by written consent) that is not a holder of Dissenting Shares hereby agrees Consideration, the Megan Stockholders agree that: (i) LeukoSite AVANT and Acquisition Sub shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Megan Stockholders or the Stockholders' Representatives hereunder or under the Escrow Agreementhereunder, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied AVANT or Acquisition Sub for any action taken by AVANT or Acquisition Sub in reliance upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Megan Stockholders and no Megan Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, Representatives under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 1.6 are inadequate; therefore, LeukoSite, Merger AVANT and Acquisition Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger AVANT or Acquisition Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and1.6; (viv) the provisions of this Section 4.10 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Megan Stockholders to the Stockholders' Representatives and shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Megan 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.; and (fv) All all reasonable fees and expenses incurred by the Stockholders' Representatives in performing their duties hereunder and all of the reasonable fees and expenses incurred by the Principal Stockholders pursuant to or in connection with the Principal Stockholders Agreement shall, upon the presentation of reasonable supporting detail, be paid (A) first, out of the Expense Account and (B) second, by the Principal Stockholders; PROVIDED, HOWEVER, that if there any funds remaining in the Expense Account after the payment of all such fees and expenses, then such remaining funds shall be distributed to the Megan Stockholders in accordance with Article IV, Section 3 of Megan's certificate of incorporation (i.e., as if such remaining funds were part of the "liquidation" of Megan resulting from the Merger); PROVIDED FURTHER that if the Principal Stockholders directly paid any of the fees and expenses of the Stockholders' Representatives or any of the fees and expenses of the Principal Stockholders pursuant to or in connection with the Principal Stockholders Agreement and there are any Escrow Shares remaining in escrow, and both AVANT and the Principal Stockholders have satisfied their indemnification claims pursuant to Article 8 hereof, the Principal Stockholders shall have the right to such remaining Escrow Shares to the extent necessary to reimburse themselves for such fees and expenses. (f) Notwithstanding anything herein to the contrary, the Stockholders' Representatives shall have no authority to bind any Principal Stockholder if and to the extent that any action of the Stockholders' Representatives would create a direct liability of such Principal Stockholder under the Principal Stockholders Agreement (as opposed to an indirect liability created by way of a claim against the Stockholders (other than holders of Dissenting Escrow Shares) in proportion to their ownership of Company Stock).

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver The stockholders of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to by approving this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreementtransactions contemplated hereby and thereby, (v) the ability, subject to hereby irrevocably appoint Xxxxxx Xxxxxxxxx and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, The VenGrowth II Investment Fund Inc. as their representatives (in such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf agents and attorneys-in-fact for purposes of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given under this Agreement Article 9 and the Escrow Agreement, and (vii) consent to take the taking by the Stockholders’ Representatives of any and all additional action as is contemplated to be taken by or on behalf of actions and the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or making of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or them under the Escrow Agreement (including, without limitation, the exercise of the power to authorize delivery to Parent of cash out of the Escrow Fund in satisfaction of claims by Parent). The Stockholders’ Representatives shall act jointly and unanimously in connection with the exercise of its various rights and responsibilities set forth in this Agreement. The Stockholders’ Representatives hereby agree to negotiate, enter into settlements and compromises of claims, including third-party claims, to comply with orders of courts and awards of arbitrators with respect to such claims, resolve any claim made pursuant to Article 9, take all actions necessary in their judgment for the accomplishment of the foregoing, and no party hereunder hereby accepts their appointment as the Stockholders’ Representatives for purposes of Article 9 and the Escrow Agreement. Parent shall have be entitled to deal exclusively with the Stockholders’ Representatives on all matters relating to Article 9 and the Escrow Agreement and shall be entitled to rely conclusively (without further evidence of any cause kind whatsoever) on any document executed or purported to be executed on behalf of any holder of securities of the Company by the Stockholders’ Representatives, and on any other action against LeukoSite taken or purported to be taken on behalf of any holder of securities of the Company by the Stockholders’ Representatives, as fully binding upon such holder of such securities. (b) If any individual Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his or her responsibilities as agent of the holders of the Company’s securities, then a majority-in-interest of the Entitled Holders (calculated based upon their respective contributions to the extent LeukoSite has relied upon Total Escrow Amount pursuant hereto) shall, within 10 days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become a “Stockholders’ Representative” for purposes of Article 9, the joint instructions or decisions of the Stockholders' Representatives;Escrow Agreement and this Section 10.1. (iic) all actionsThe Stockholders’ Representatives shall not be liable for any act done or omitted hereunder as Stockholders’ Representatives while acting in good faith and in the absence of gross negligence. The Entitled Holders shall severally indemnify each Stockholders’ Representative and hold each Stockholders’ Representative harmless against any loss, decisions liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of such Stockholders’ Representatives and instructions arising out of or in connection with the acceptance or administration of such Stockholders' ’ Representatives’ duties hereunder, including the reasonable fees and expenses of any legal counsel retained by such Stockholders’ Representatives, as set forth in Section 10.1(e) below. (d) The Stockholders’ Representatives shall be conclusive and binding entitled to rely upon all of any order, judgment, certificate, demand, notice, instrument or other writing delivered to him hereunder without being required to investigate the Stockholders and no Stockholder validity, accuracy or content thereof nor shall have any cause of action against either of the Stockholders' ’ Representatives be responsible for any action taken, decision made the validity or instruction given by the Stockholders' Representatives, acting jointly, sufficiency of this Agreement. In all questions arising under this Agreement, except the Stockholders’ Representatives may rely on the advice of counsel, and for fraud anything done, omitted or willful breach of this Agreement suffered in good faith by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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’ Representatives based on such advice, the laws of descent and distribution or otherwiseStockholders’ Representatives shall not be liable to anyone. (fe) All fees and The reasonable expenses incurred by the Stockholders' ’ Representatives while acting on behalf of the holders of the Company’s securities under the authorization granted in this Section 10.1 shall be paid borne by the Stockholders (other than holders Entitled Holders of Dissenting Shares) the Company pro rata and shall be payable out of the Escrow Fund prior to any payment to the Entitled Holders, but in proportion all cases, after payment of any and all amounts owing to their ownership of Company StockParent.

Stockholders Representatives. (a) In order to efficiently administer The Stockholders, by adopting this Agreement and the transactions contemplated hereby, including irrevocably appoint the Stockholders’ Representatives as their agents for purposes of (i) the waiver of any condition to the obligations determination of the Stockholders occurrence of an Earn Out Event pursuant to consummate the transactions contemplated herebySection 2.2, (ii) the resolution of any adjustment in disputes related to the number occurrence of Aggregate Base Consideration Shares pursuant to Section 3.7(e)an Earn Out Event, (iii) the ability resolution of any disputes for which Parent may seek indemnification or offset pursuant to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the CompanyArticle VII, (iv) the defense and/or settlement enforcement of any claims rights the Holders may have against Parent or the Surviving Corporation under this Agreement and (v) amendments to this Agreement pursuant to Section 11.6. Each of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxx Xxxxxxxxxxxx hereby accepts his appointment as a Stockholders’ Representative. Parent shall be entitled to deal exclusively with the Stockholders’ Representatives on all matters relating to (A) the determination of the occurrence of an Earn Out Event pursuant to Section 2.2, (B) the resolution of any disputes related to the occurrence of an Earn Out Event, (C) the resolution of any disputes for which Parent may seek indemnification or offset pursuant to Article VII, and (D) the enforcement of any rights the Stockholders may be required to indemnify LeukoSite and/or have against Parent or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to under this Agreement, and shall be entitled to rely conclusively (vwithout further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by the abilityStockholders’ Representatives, subject and on any other action taken or purported to be taken on behalf of any Stockholder by the Stockholders’ Representatives, as fully binding upon such Stockholder. The Stockholders’ Representatives shall not be responsible for any act done or omitted thereunder as the Stockholders’ Representatives while acting in good faith and upon without gross negligence or willful misconduct. The Stockholders shall jointly and severally indemnify the terms Stockholders’ Representatives and conditions set forth in Section 9.14 hereofhold the Stockholders’ Representatives harmless against any loss, to take all action necessary against UCB liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representatives and arising out of or in connection with breaches the acceptance or administration of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders’ Representatives’ duties hereunder, including the Stockholders hereby designate Xxxxxxx Xxxxxxx reasonable fees and Xxxx Xxxxxxxexpenses of any legal counsel or other professional retained by the Stockholders’ Representatives, acting jointly, as their representatives (in such capacity, connection with the "acceptance and administration of the Stockholders' ’ Representatives")’ duties hereunder. (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (vii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as If one of the Stockholders' Representatives’ Representatives shall die, dies, becomes become disabled or otherwise be unable to perform fulfill his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one agent of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, then the Stockholders holding, immediately prior to the Closing, holding a majority of the shares of Company Series VII Preferred Capital Stock as of immediately prior to the Effective Time, shall, within ten (10) calendar days after such death or disability, appoint a successor agent and, promptly thereafter, shall select another representative to fill notify Parent of the identity of such vacancy and successor. Any such substituted representative successor shall be deemed to a become one of the “Stockholders' Representative ’ Representative” for all purposes of (1) the determination of the occurrence of an Earn Out Event pursuant to Section 2.2, (2) the resolution of any disputes related to the occurrence of an Earn Out Event, (3) the resolution of any disputes for which Parent may seek indemnification or offset pursuant to Article VII, (4) the enforcement of any rights the Stockholders may have against Parent or the Surviving Corporation under this Agreement and (5) amendments to this Agreement pursuant to Section 11.6. (c) At the documents delivered pursuant heretorequest of the Stockholders’ Representatives, upon reasonable notice and at a reasonable time and location on no more than a semi-annual basis, the Stockholders’ Representatives will be provided a status update with respect to the clinical trials of Treanda and have access to management of Parent to ask questions with respect to Parent’s compliance with the covenants set forth in Section 2.2 above; provided that prior to receiving any status update or having access to management, each such Stockholder’s Representative has entered into a confidentiality agreement substantially in the form set forth in Exhibit I hereof. (d) All decisions and actions by In the event that the Stockholders' Representatives’ Representatives shall dispute the occurrence of an Earn Out Event or a request for indemnification or setoff under Article VII, including without limitation any agreement between then the Stockholders' ’ Representatives and LeukoSite relating shall jointly provide written notice to Parent (the defense or settlement of any claims for which “Dispute Notice“) specifying the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement amount disputed and the Escrow Agreement or basis for the right dispute, together with supporting documentation reflecting the analysis and justification thereof. Parent and the Stockholders’ Representatives shall thereafter attempt to resolve the dispute set forth in the Dispute Notice in accordance with Section 7.7 of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company Stock.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders and the Bonus Recipients may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (viii) the ability, subject to exercise of the rights of Stockholders and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB AgreementBonus Recipients hereunder, and (viiv) the orderly distribution of the Merger Consideration from LeukoSite to the StockholdersStockholders and the Bonus Recipients, the Stockholders and the Bonus Recipients hereby designate Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxx XxxxxxxXxxxxxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). Notwithstanding anything expressed or implied in the foregoing provisions of this Section 4.7(a) or elsewhere in this Agreement to the contrary, Xxxx Xxxxxxxxxxx'x authority to act as a Stockholders' Representative shall be limited only to those matters relating to the orderly distribution of the Merger Consideration from LeukoSite to the Stockholders and the Bonus Recipients, and with respect to any other matters on which the Stockholders' Representatives have the authority to act Xxxx Xxxxxxxxxxx shall not be a Stockholders' Representative. (b) The Stockholders and the Bonus Recipients hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders and the Bonus Recipients may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (vii) to determine the Stockholders and the Bonus Recipients to whom consideration Merger Consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such StockholdersStockholders and the Bonus Recipients, and to receive such Merger Consideration and distribute it pursuant to Section 3.6 hereof, (viiii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (viiiv) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders and the Bonus Recipients by the terms of this Agreement or to enforce against LeukoSite its obligations under the Escrow terms of this Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, that Xxxxxx Xxxxxx or his substitute Xxxxxx Xxxxx or their respective substitutes as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior entitled to the Closing, a majority an aggregate Merger Consideration Portion of the combined voting power of the Company Stock greater than 50% at such time shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) . In the event that Xxxx Xxxxxxx, Xxxxxxxxxxx or his substitute substitutes as one of the Stockholders' Representatives, Representatives dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holdingNote Holders, immediately prior to the Closingacting jointly, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant heretohereto with respect to such matters as Xxxx Xxxxxxxxxxx is authorized to act as Stockholders' Representative pursuant to this Agreement. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders and the Bonus Recipients may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, shall be binding upon all of the Stockholders and the Bonus Recipients and no Stockholder or Bonus Recipient shall have the right to object, dissent, protest or otherwise contest the same. (e) By virtue of the adoption of this Agreement and the approval of the Merger by the Stockholders stockholders at a meeting of Stockholders 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreementhereunder, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 4.7 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 4.7 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.104.7; and (v) the provisions of this Section 4.10 4.7 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Stockholder, 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. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership the aggregate Merger Consideration Portion held by each of Company Stockthem; provided, that in no event shall any Stockholder be liable for any such fees or expenses in excess of the aggregate Merger Consideration paid to such Stockholder, without such Stockholder's prior written consent.

Stockholders Representatives. (a) In order to efficiently administer The stockholders of the Company, by approving this Agreement and the transactions contemplated hereby, hereby irrevocably appoint Mxxxxxx X. Xxxxx as Stockholders’ Representative, including (i) to act as their agent and attorney-in-fact for purposes of Section 2.9 and Section 10 and the waiver Escrow Agreement, and consent to the taking by the Stockholders’ Representative of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite all actions and the Company, (iv) the defense and/or settlement making of any claims for which the Stockholders may decisions required or permitted to be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below taken by him or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to her under this Agreement and the Escrow Agreement (including the exercise of the power to authorize delivery to Parent of the Escrow Funds in satisfaction of claims by Parent or the right otherwise, agree to, negotiate, enter into settlements and compromises of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreementdemand arbitration, and (vi) the orderly distribution comply with orders of Merger Consideration from LeukoSite courts and awards of arbitrators with respect to the Stockholderssuch claims or otherwise, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives"). (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to resolve any adjustment in the number of Aggregate Base Consideration Shares claims made pursuant to Section 3.7(e), (ii) to make all decisions 2.9 and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given under this Agreement 10 and the Escrow Agreement, and (vii) to take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing). By his or her execution of the Escrow Agreement, Mxxxxxx X. Xxxxx hereby accepts his or her appointment as Stockholders’ Representative for purposes of Section 2.9 and Section 10 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 2.9 and Section 10 and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Stockholder by the Stockholders’ Representative, and all additional on any other action as is contemplated taken or purported to be taken on behalf of any Company Stockholder by the Stockholders’ Representative, as fully binding upon such Company Stockholder. The rights and obligations of the Stockholders’ Representative shall be as set forth in the Escrow Agreement. If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his or her responsibilities as agent of the Company Stockholders, then the Company Stockholders who hold a majority of the voting Company Capital Stock immediately prior to the Merger (the “Requisite Former Company Stockholders”) are authorized and shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of Section 2.9, Section 10, this Section 13.1 and the Escrow Agreement. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to the Requisite Former Company Stockholders. The Stockholders’ Representative shall have no liability to any Company Stockholder with respect to the execution of his or her duties and responsibilities, except with respect to gross negligence or willful misconduct. Furthermore, the Company Stockholders shall indemnify and hold harmless the Stockholders’ Representative for any Damages (including Damages arising out of the negligence of the Stockholders’ Representative) arising out of the acceptance or administration of his or her duties hereunder and reasonable fees and expenses incurred in the fulfillment of his or her duties and responsibilities. The Company Stockholders shall, jointly and severally, indemnify the Stockholders’ Representative and hold him or her 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 or her duties hereunder. Any indemnification obligations owed to the Stockholders’ Representative by the Company Stockholders under this Section 13 shall be paid (a) at the end of the Escrow Claim Period or thereafter out of Escrow Funds that would otherwise be released to the Company Stockholders at such time pursuant to Section 2.9 and the Escrow Agreement or (b) out of Milestone Merger Consideration otherwise payable to the Company Stockholders, after giving effect to Section 10.7, at the times such Milestone Merger Consideration is payable under this Agreement, in each case with such amounts to be determined on a pro rata basis for each Company Stockholder based on the Escrow Funds contributed under the Escrow Agreement by or on behalf of the Stockholders each Company Stockholder. (a) A Company Stockholder, by the terms his, her or its approval of this Agreement or the Escrow Agreement. In order for any action, consent, and approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, andMerger agrees, in addition to the event that either of the Stockholders' Representatives takes any action individually without the otherforegoing, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative Parent shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able entitled to rely conclusively on the joint instructions and decisions of given or made by, or believed in good faith by Parent to be given or made by, the Stockholders' Representatives ’ Representative as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or Parent or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement10 hereof, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement’ Representative hereunder, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied Parent for any action taken by Parent in reliance upon the joint any such instructions or decisions of the Stockholders' Representativesdecisions; (ii) all actions, decisions and instructions of the Stockholders' Representatives ’ Representative shall be conclusive and binding upon all of the Stockholders stockholders of the Company and no Company Stockholder shall have any cause of action against either of the Stockholders' Representatives ’ Representative for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, ’ Representative under this Agreement, except for fraud gross negligence or willful breach of this Agreement misconduct by the Stockholders' Representatives’ Representative; (iii) the provisions of this Section 4.10 13.1 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement;; and (iv) remedies available at law for any breach of the provisions of this Section 4.10 13.1 are inadequate; therefore, LeukoSite, Merger Sub and/or Parent and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or Parent or the Surviving Corporation or any of them brings an action to enforce the provisions of this Section 4.10; and (v) the 13.1. The provisions of this Section 4.10 13.1 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, trustees and successors of each Company 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. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company Stock.

Stockholders Representatives. (a) In order to efficiently administer By virtue of the transactions contemplated herebyCompany Stockholder Approval, including (i) the waiver and without any further act of any condition holder of Company Shares, the holders of Company Shares shall be deemed to have appointed Xxxxx Xxxxxxxxx and Xxxxxxxxxxx Xxxxx, Jr. (previously defined as the obligations Stockholders’ Representatives, acting jointly) as agents and attorneys-in-fact for each holder of the Stockholders to consummate the transactions contemplated herebyCompany Shares (except such stockholders, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(eif any, holding Dissenting Shares), (iii) the ability to consent, approve for and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Companyholders of Company Shares (except such stockholders, (ivif any, holding Dissenting Shares) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant all matters relating to this Agreement, (v) including to give and receive notices and communications, to authorize delivery of cash from the abilityEscrow Amount in satisfaction of claims by Parent or the Surviving Corporation, subject to object to such deliveries, to agree to, negotiate, enter into settlements and upon the terms compromises of, and conditions set forth in Section 9.14 hereofdemand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all action actions necessary against UCB or appropriate in connection with breaches the judgment of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, ’ Representatives for the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, accomplishment of the "Stockholders' Representatives")foregoing. (b) The Stockholders hereby authorize Stockholders’ Representatives may be changed by the Stockholders' Representativesholders of Company Shares from time to time upon not less than thirty (30) days’ prior written notice to Parent, acting jointly, (i) to make all decisions on behalf provided that holders of a majority interest of the Stockholders relating Escrow Amount agree to such removal of Xxxxx Xxxxxxxxx and Xxxxxxxxxxx Xxxxx, Jr. and any adjustment successors thereto and to the identity of the substituted agent. A Stockholders’ Representative may resign at any time upon giving at least thirty (30) days’ written notice to the holders of interest in the number Escrow Account, except that no such resignation shall become effective until the appointment of Aggregate Base Consideration Shares pursuant to Section 3.7(e)a successor Stockholders’ Representative. Upon resignation of a Stockholders’ Representative or a successor Stockholders’ Representative thereto, (ii) to make all decisions and grant all consents and approvals on behalf the holders of a majority interest of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, Escrow Amount shall agree on a successor Stockholders’ Representative thereto within thirty (iii30) to take all action necessary in connection with the waiver days after receiving such notice. If holders of any condition to the obligations a majority interest of the Stockholders Escrow Amount fail to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSiteagree upon a successor Stockholders’ Representative within such time, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite resigning Stockholders’ Representative shall have the right to make appoint a claim against successor Stockholders’ Representative, or if a Stockholders’ Representative is not designated within forty-five (45) days after receipt of the Escrowed Securities pursuant initial notice, Parent shall designate a successor Stockholders’ Representative. Any successor Stockholders’ Representative shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested with all the rights, powers, and duties of the predecessor Stockholders’ Representative as if originally named as a Stockholders’ Representative and thereafter the resigning Stockholders’ Representative shall be discharged from any further duties and liability under this Agreement. No bond shall be required of any Stockholders’ Representative, and no Stockholders’ Representative shall receive compensation for his or her services. Notices or communications to this Agreement and or from the Stockholders’ Representatives shall constitute notice to or from each of the holders of interest of the Escrow Agreement or the right of set-off pursuant Amount for all matters relating to this Agreement. (c) The Stockholders’ Representatives shall not be liable for any act done or omitted hereunder as the Stockholders’ Representatives while acting in good faith. Holders of Company Shares on whose behalf the Escrow Amount is contributed shall severally indemnify the Stockholders’ Representatives and hold the Stockholders’ Representatives harmless against all loss, (iv) subject to liability, or expense incurred without bad faith or willful misconduct on the part of such Stockholders’ Representatives and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB arising out of or in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address acceptance or administration of such Stockholders’ Representatives’ duties hereunder, (vi) including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representatives. The Stockholders’ Representatives shall be entitled to give the advance and receive all notices required to be given under this Agreement reimbursement of costs and the Escrow Agreement, and (vii) to take any and all additional action as is contemplated to be taken expenses incurred by or on behalf of the Stockholders Stockholders’ Representatives in the performance of their duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representatives, pursuant to the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by A decision, act, consent, or instruction of the Stockholders' Representatives, including without limitation any agreement between the Stockholders' ’ Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement shall be made by them unanimously and shall constitute a decision of all holders of Company Shares (except such stockholders, if any, holding Dissenting Shares) and shall be final, binding, and conclusive upon each of such holders of Company Shares. Parent, and all other persons entitled to indemnification under the Escrow Agreement or any other document or agreement entered into in connection herewith or therewith (the right of set-off pursuant to this Agreement“Indemnified Persons”), shall be binding may rely upon all of the Stockholders and no Stockholder shall have the right to objectany such decision, dissentact, protest consent, or otherwise contest the same. (e) 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions instruction of the Stockholders' ’ Representatives as to being the settlement decision, act, consent, or instruction of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement each and every such holder of interest in the Escrow Agreement or the right of set-off pursuant Amount. Parent and all other Indemnified Persons are hereby relieved from any liability to this Agreementany person for any acts done by them in accordance with such decision, act, consent, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions instruction of the Stockholders' ’ Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company Stock.

Stockholders Representatives. (ai) In order to administer efficiently administer the transactions contemplated hereby, including (i) the waiver implementation of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree this Agreement on behalf of the Stockholders holders of Company Common Stock, Company referred Stock and options, warrants and other equity securities of the Company prior to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite Effective Time (the “Former Stockholders”) and the Company, (ivii) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant dispute with respect to this Agreement, the Company shall, prior to the Effective Time, designate three Persons to act as representatives on behalf of the Former Stockholders (v) collectively, the ability“ Stockholders’ Representatives”). By approving this Agreement, subject the Company’s stockholders authorize and empower the Company to make such designation, approve and upon ratify all of the rights, powers and authorities provided to the Stockholders’ Representatives under the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB this Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite agree to be bound by all decisions and other actions taken by the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' ’ Representatives"). (bii) The From and after the Effective Time, the Former Stockholders hereby authorize the Stockholders' Representatives, acting jointly, ’ Representatives (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations implementation of the Agreement on behalf of the Former Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which dispute, including, without limitation, with regard to matters pertaining to the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to indemnification provisions of this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (viii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (viiiii) to take any and all additional action as is contemplated to be taken by or on behalf of the Former Stockholders by the terms of this Agreement or and the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (ciii) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the If any Stockholders' Representatives, ’ Representative dies, becomes unable to perform his responsibilities hereunder legally incapacitated or resigns from such position, another Person designated by the remaining Stockholders’ Representatives, or if none remain, by the Former Stockholders holding, immediately prior holding the right to the Closing, a majority receive more than 50% in interest of the combined voting power of Escrow Fund (the Company Stock “ Requisite Former Stockholders”), who shall select another representative be identified to Parent as soon as practicable, shall fill such vacancy and such substituted representative shall be deemed to a be the Stockholders' Representative ’ Representative(s) for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx XxxxxxxAgreement; provided, or his substitute as one of however, that no change in the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from ’ Representatives shall be effective until Parent is given written notice of such positionchange. If no Stockholders’ Representative is then currently serving, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative Stockholders’ Representative shall be deemed to a be the Requisite Former Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (div) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' ’ Representatives and LeukoSite relating to the defense as provided in this Section 1.11 or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and under the Escrow Agreement or the right of set-off pursuant to this Agreement, shall be binding upon all of the Stockholders Former Stockholders, and no Former Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (ev) By virtue of the adoption their execution and/or approval 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 withMerger, the applicable provisions of the DGCL, each Stockholder (regardless of whether or not such Stockholder votes in favor of the adoption of this Agreement Company and the approval of the Merger at such meeting or by written consent) that is not a holder of Dissenting Shares hereby agrees its stockholders agree that: (iA) LeukoSite Parent shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' ’ Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' ’ Representatives hereunder or and under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied Parent for any action taken by Parent in reliance upon the joint instructions or decisions of the Stockholders' ’ Representatives;. (iiB) all All actions, decisions and instructions of the Stockholders' ’ Representatives shall be conclusive and binding upon all of the Former Stockholders and no Former Stockholder shall have any cause of action against either of the Stockholders' ’ Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, ’ Representatives under this Agreement, the Escrow Agreement, except for fraud or willful breach of this Agreement by the Stockholders' ’ Representatives;. (iiiC) the The provisions of this Section 4.10 1.11 are independent and severable, are shall constitute an irrevocable and power of attorney, coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with surviving death, granted by the transactions contemplated by this Agreement; (iv) remedies available at law for any breach Former Stockholders to each of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary Stockholders’ Representatives and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Former 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. (fD) All Each Former Stockholder shall be responsible to pay his, her or its pro rata share, based on the relative percentage of the payments in respect of the Merger Consideration that are allocable and payable to such Former Stockholder hereunder (his, her or its “Pro Rata Share”), of all fees and expenses, including, without limitation, all attorney’s fees and expenses incurred in connection with defending or settling any claim under this Agreement, and any amounts under subsection (E) below, incurred by the Stockholders' ’ Representatives. (E) By approving this Agreement, each Former Stockholder agrees to severally indemnify and hold harmless the Stockholders’ Representatives and their respective Affiliates and their respective officers, directors, stockholders, partners, employees and agents (collectively, the “Stockholder Representative Parties”) from and against any Losses (except Losses caused by such parties’ fraud or willful breach) that such Stockholder Representative Parties may suffer or incur in connection with any action or omission taken or omitted to be taken by the Stockholders’ Representatives hereunder. Each Former Stockholder shall be responsible to pay his, her or its Pro Rata Share of such Losses. (F) The Stockholders’ Representatives shall have the right to recover from the Escrow Fund, prior to any distribution to the Former Stockholders, an amount equal to any reasonable fees, costs and expenses in connection with the acceptance and administration of the Stockholders’ Representatives’ duties hereunder. In taking any action hereunder and under the Escrow Agreement, the Stockholders’ Representatives shall be paid protected in relying upon any notice or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it, in its good faith judgment, to be sufficient; provided, however, that the Stockholders’ Representatives shall not waive any rights with respect to any individual Former Stockholder(s)’ interest(s) if such waiver would have the effect of disproportionately and adversely affecting such individual Former Stockholders(s) as compared to the interests of the other Former Stockholders, without the prior consent of the affected Former Stockholder(s). No Stockholders’ Representative shall be liable to Parent or the Former Stockholders (other than holders for any act performed or omitted to be performed by it in the good faith exercise of Dissenting Shares) its duties and shall be liable only in proportion the case of fraud or willful breach of this Agreement by such Stockholders’ Representative. The Stockholders’ Representatives may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Stockholders’ Representatives shall not be responsible for determining or verifying the authority of any Person acting or purporting to their ownership act on behalf of Company Stockany party to this Agreement.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, and (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation Buyer pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 10 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx, Xx. and Xxxx Xxxxxxx, acting jointly, Xxxxxx Xxxxxx as their representatives (in such capacity, the "Stockholders' Representatives").; (b) The Stockholders hereby authorize the Stockholders' Representatives, acting jointlyunanimously, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the such obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation Buyer pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement10 hereof, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (viii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement, and (viiiii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, that Xxxxx Xxxxxxxx dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Xxxxxxxx Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock Xxxxxxxx Shares as set forth on Schedule 1.01 attached hereto shall select another representative Stockholder Representative to fill such vacancy and such substituted representative shall be deemed to a represent the Xxxxxxxx Stockholders' for all purposes of this Agreement. In the event that Xxxxxx Xxxxxx dies or becomes unable to perform his responsibilities hereunder, Xxxxxxx Xxxxxx shall be his successor as a Stockholder Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant heretoAgreement. (d) All decisions and actions by the Stockholders' Representatives, including including, without limitation limitation, any agreement between the Stockholders' Representatives and LeukoSite the Buyer relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation Buyer pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement10 hereof, shall be binding upon all of the Stockholders Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By virtue of the adoption their execution of this Agreement and the approval of the Merger by Agreement, 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 agree that: (i) LeukoSite the Buyer shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation Buyer or the Company pursuant to Section 14 below 10 hereof or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreementhereunder, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied Buyer for any action taken by the Buyer in reliance upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the respective Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, Representatives under this Agreement, except for fraud or willful breach of this Agreement by either of the Stockholders' Representatives; (iii) the provisions of this Section 4.10 1.05 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 1.05 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation Buyer brings an action to enforce the provisions of this Section 4.101.05; and (v) the provisions of this Section 4.10 1.05 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholder's Stockholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company StockShares as set forth on Schedule 1.01 attached hereto.

Stockholders Representatives. (a) In order to efficiently administer Each of the transactions contemplated herebySecurityholders, including by virtue of the approval of this Agreement by the Company Stockholders, (i) the waiver of any condition consents to the obligations deposit of the Stockholders Escrowed Consideration with the Escrow Agent pursuant to consummate the transactions contemplated herebyterms of the Escrow Agreement, (ii) any adjustment in agrees to be bound by the number indemnification provisions of Aggregate Base Consideration Shares pursuant to Section 3.7(e)Article 8, if applicable, and (iii) hereby irrevocably appoints the ability Stockholders’ Representatives as his, her or its true and lawful agent and attorney-in-fact, with full power of substitution (such power of attorney being deemed to consentbe an irrevocable power coupled with an interest) to act together on his, approve her or its behalf with respect to any and agree all matters, claims, controversies, or disputes arising out of the terms of this Agreement after the Closing Date and to enter into and execute the Escrow Agreement and the Paying Agent Agreement on behalf of the Stockholders to any adjustment or change in the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite and the Company, (iv) the defense and/or settlement of any claims for which the Stockholders may each Securityholder. No bond shall be required to indemnify LeukoSite and/or of the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Stockholder Representatives"). (b) The Stockholders hereby authorize Stockholders’ Representatives (acting in concert) shall have the power to take any and all actions which the Stockholders' Representatives’ Representatives jointly believes are necessary or appropriate or in the best interests of the Securityholders, as fully as if each such Securityholder was acting jointlyon its, his or her own behalf, relating to the Net Working Capital Adjustments pursuant to Section 2.13 of this Agreement or with respect to indemnification claims made under Article 8 of this Agreement or under the Escrow Agreement or Paying Agent Agreement, including (i) following the Closing, to make all decisions on behalf of give and receive notices and communications made pursuant to this Agreement, the Stockholders Escrow Agreement, the Paying Agent Agreement and the other documents executed in connection herewith relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e)2.13 or Article 8, (ii) to make all decisions administer, negotiate and grant all consents and approvals on behalf of the Stockholders relating to settle any adjustments or changes claims with respect to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and Working Capital Adjustments pursuant to Section 2.13 of this Agreement or with respect to indemnification claims made under Article 8 of this Agreement or under the CompanyEscrow Agreement or Paying Agent Agreement, or any disputes arising in connection therewith, (iii) to take all action necessary in connection with the waiver of any condition object to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreementsuch deliveries, (iv) subject to agree to, negotiate, enter into settlements and upon the terms compromises of, and conditions set forth in Section 9.14 hereof, demand arbitration and comply with orders of courts and awards of arbitrators with respect to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreementsuch claims, (v) to determine take all actions necessary or appropriate in the Stockholders collective judgment of the Stockholders’ Representatives for the accomplishment of the foregoing or as may be necessary or appropriate in the judgment of the Stockholders’ Representatives to whom consideration from LeukoSite shall be distributed, implement the amount of consideration to be so distributedtransactions, and the address of such Stockholders, (vi) to give employ accountants, attorneys and receive other professionals, and incur and pay all notices required costs and expenses related to be given under this Agreement the performance of the Stockholders’ Representatives’ duties and obligations; provided, however, the Stockholders’ Representatives shall not have the power or authority to act on a Securityholder’s behalf to amend the terms of the Merger Agreement, the Escrow Agreement, the Paying Agent Agreement or other documents or agreements executed in connection therewith. Parent may rely upon any decision, act, consent or instruction of both Stockholder Representatives (acting in concert) as being the decision, act, consent or instruction of each and (vii) every such Securityholder; provided that if there is only one Stockholder Representative at such time, then Parent may rely on such Stockholder Representative’s decision, act, consent or instruction. Parent is hereby relieved from any liability to take any and all additional action as is contemplated to be taken person for any acts done by them in accordance with such decision, act, consent or on behalf instruction of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Stockholder Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In Notices or communications to or from the event that: (i) Xxxxxxx Xxxxxxx, Stockholders’ Representatives shall constitute notice to or his substitute as one from each of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative Securityholders for all purposes of this Agreement and the other documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, executed in connection herewith. The death or his substitute as one incapacity of any Securityholder shall not terminate the authority and agency of the Stockholders' ’ Representatives. If the Stockholders’ Representatives shall be unable or unwilling to serve in such capacity, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, successor shall be named by those persons holding a majority of the shares of Company Series VII Preferred Stock shall select another representative Common Stock, on an as-if converted basis, held by all Securityholders immediately prior to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of the Effective Time under this Agreement who shall serve and exercise the documents delivered pursuant heretopowers of Stockholders’ Representatives under this Agreement. (d) All decisions The Stockholders’ Representatives shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Securityholders who, immediately prior to the Effective Time under this Agreement, owned a majority in number of the outstanding shares of Common Stock on an as-if converted basis or (ii) in the absence of his own gross negligence or willful misconduct. (e) The Stockholders’ Representatives may, in all questions arising hereunder, rely on the advice of counsel and actions other professionals and, for anything done, omitted or suffered in good faith by the Stockholders' Representatives’ Representatives based on such advice, including without limitation any agreement between the Stockholders' ’ Representatives shall not be liable for reasonably taking and LeukoSite relating following such advice. (f) Any Escrowed Consideration released by the Escrow Agent to the defense or settlement Paying Agent for the benefit of any claims the Securityholders, shall first be used for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or purpose of reimbursing the Surviving Corporation pursuant to Section 14 below or Stockholders’ Representatives for which LeukoSite shall have Damages incurred in connection with its acting as the right to proceed against the Escrowed Securities Stockholders’ Representatives pursuant to this Agreement (including costs and expenses incurred as a result of indemnification obligations of the Escrow Agreement Stockholders’ Representatives to Parent, the Surviving Corporation or third parties pursuant to Article 8 of this Agreement). In furtherance of the right of set-off foregoing and to enable the Stockholders’ Representatives to pay all costs and expenses payable pursuant to this Agreement, the Stockholders’ Representatives shall be binding upon all authorized to require the Paying Agent to pay the Stockholders’ Representatives (for its own account) for such amounts from any Escrowed Consideration released by the Escrow Agent to the Paying Agent for the benefit of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the sameSecurityholders. (eg) By virtue of Notwithstanding anything to the adoption of contrary contained in 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 toAgreement, 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' Representatives as all references to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or Stockholder Representatives herein shall include both Xxxxxxx Xxxxx and Xxxx Xxxxx (or the Surviving Corporation then-current representatives designated pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to terms of this Agreement and the Escrow Agreement or the right of set-off pursuant to this AgreementArticle 9), or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of any notices or other communications required to be delivered to the Stockholders' Stockholder Representatives shall be conclusive deemed to have been delivered if given to both Messrs. Xxxxx and binding upon all of Xxxxx (or to the Stockholders and no Stockholder shall have any cause of action against either of then-current representatives designated pursuant to the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach terms of this Agreement by the Stockholders' Representatives; Section 9.2) and (iii) any decision, consent, communication, instruction or other action of the provisions Stockholder Representatives delivered or made hereunder shall be deemed effective only if taken by both Messrs. Xxxxx and Xxxxx (or the then-current representatives designated pursuant to the terms of this Section 4.10 are independent 9.2) acting in concert; provided, however, in the event one of the Stockholder Representatives resigns from its duties as a Stockholder Representative, the remaining Stockholder Representative shall become the sole Stockholder Representative and severableany consent, are irrevocable and coupled with an interest and notice or other communication (whether to or from the Stockholder Representative) shall be enforceable notwithstanding any rights deemed effective if given to or remedies that any Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; thereforereceived from, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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 dispositionas applicable, the laws of descent and distribution or otherwise. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership of Company Stock.remaining Stockholder Representative

Stockholders Representatives. (a) In order 2.13.1 The Stockholders’ Representatives are hereby authorized to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree act on behalf of the Stockholders to any adjustment or change Equityholders in connection with the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite Contemplated Transactions and the CompanyEscrow Agreement and in any litigation or arbitration involving this Agreement or the Escrow Agreement. In connection therewith, (iv) the defense and/or settlement of any claims for which Stockholders’ Representatives are authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below Stockholders’ Representatives shall deem necessary or for which LeukoSite appropriate, and shall have the right power and authority to: (a) act for the Equityholders with regard to make a claim against the Escrowed Securities all matters pertaining to indemnification pursuant to Article 8 of this Agreement and the Escrow Agreement, including the power to compromise any Indemnity Claim on behalf of the Equityholders and to transact matters of litigation; * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (b) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Stockholders’ Representatives deem necessary or appropriate in connection with the consummation of the Contemplated Transactions; (c) receive funds, make payments of funds, and give receipts for funds; (d) do or refrain from doing any further act or deed on behalf of the Equityholders that the Stockholders’ Representatives deem necessary or appropriate in their discretion relating to the subject matter of this Agreement and the Escrow Agreement or as fully and completely as the right of set-off pursuant to this Agreement, (v) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, and (vi) the orderly distribution of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' Representatives").Equityholders could do if personally present; (be) The Stockholders hereby authorize the Stockholders' Representatives, acting jointly, (i) to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, (iv) subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take all action necessary against UCB in connection with breaches of payment obligations by UCB under the UCB Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite shall be distributed, the amount of consideration to be so distributed, and the address of such Stockholders, (vi) to give and receive all notices required to be given or received by the Equityholders under this Agreement and the Escrow Agreement, and (vii) to take any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, ; and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (cf) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one receive service of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of process in connection with any claims under this Agreement and the documents delivered pursuant heretoEscrow Agreement. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) 2.13.2 All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' ’ Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, shall be binding upon all of the Stockholders Equityholders, and no Stockholder Equityholder shall have the right to object, dissent, protest or otherwise contest the same. 2.13.3 At the Effective Time, Buyer shall distribute [*] to the Stockholders’ Representatives (e) By virtue of the adoption of this Agreement and the approval of the Merger “Stockholders’ Representatives Fund”), which Stockholders’ Representatives Fund shall be maintained by the Stockholders at Stockholders’ Representatives in a meeting of Stockholders segregated account (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) LeukoSite “Stockholders’ Representatives’ Account”). The Stockholders’ Representatives shall be able to rely conclusively on reimbursed for reasonable out-of-pocket expenses incurred in the joint instructions performance of their duties (including the reasonable fees and decisions expenses of the Stockholders' Representatives as to the settlement of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to counsel) under this Agreement and the Escrow Agreement from the Stockholders’ Representatives Fund. In addition, if the Stockholders’ Representatives determine at any time that the Stockholders’ Representatives Fund is insufficient to pay such expenses or that an increase in the Stockholders’ Representatives Fund is advisable, the Stockholders’ Representatives may deliver notice to the Escrow Agent providing that any future distributions to be made to the Equityholders by the Escrow Agent from the Escrow Account (up to a stated maximum amount specified in such notice) shall instead be paid into the Stockholders’ Representatives Fund (it being understood that this sentence shall in no way affect the Buyer Indemnified Persons’ right of set-off to recover Losses from the Escrow Account pursuant to the terms and conditions of Article 8). Upon the determination of the Stockholders’ Representatives that the Stockholders’ Representatives Fund is no longer necessary in connection with indemnification claims that may be brought hereunder, the Stockholders’ Representatives shall distribute to the Equityholders (solely out of the Stockholders’ Representatives Fund) pursuant to Section 2.13.1 the amount remaining in the Stockholders’ Representatives Fund after payment of all of the Stockholders’ Representatives’ out-of-pocket expenses incurred in connection with their services as Stockholders’ * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Representatives. The Stockholders’ Representatives shall hold, invest, reinvest and disburse the Stockholders’ Representatives’ Account in trust for all of the Equityholders, and the Stockholders’ Representatives’ Account shall not be used for any other purpose and shall not be available to Buyer to satisfy any claims hereunder. 2.13.4 The Stockholders’ Representatives shall act for the Equityholders on all of the matters set forth in this AgreementAgreement and in the Escrow Agreement in the manner the Stockholders’ Representatives believe to be in the best interest of the Equityholders. The Stockholders’ Representatives are authorized to act on behalf of the Equityholders notwithstanding any dispute or disagreement among the Equityholders. In taking any actions as Stockholders’ Representatives, the Stockholders’ Representatives may rely conclusively, without any further inquiry or as investigation, upon any certification or confirmation, oral or written, given by any Person the Stockholders’ Representatives reasonably believe to be authorized thereunto. The Stockholders’ Representatives may, in all questions arising hereunder, rely on the advice of counsel, and the Stockholders’ Representatives shall not be liable to any other actions required of the Parties or permitted to be taken any Equityholder for anything done, omitted or suffered in good faith by the Stockholders' ’ Representatives hereunder or under based on such advice. The Stockholders’ Representatives undertake to perform such duties and only such duties as are specifically set forth in this Agreement and the Escrow Agreement, Agreement and no party hereunder implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Stockholders’ Representatives. The Stockholders’ Representatives shall not have any cause Liability to any of action the Parties or the Equityholders for any act done or omitted hereunder as Stockholders’ Representatives while acting in good faith. The Stockholders’ Representatives shall be indemnified from and against LeukoSite to any loss, Liability or expense incurred in good faith on the extent LeukoSite has relied upon the joint instructions or decisions part of the Stockholders' ’ Representatives and arising out of or in connection with the acceptance or administration of their duties hereunder from the Stockholders’ Representatives Fund and, if such fund is insufficient to satisfy any such loss, Liability or expense, may collect such loss, Liability or expense from any distributions to be made to the Equityholders by the Escrow Agent from the Escrow Account (it being understood that this sentence shall in no way affect the Buyer Indemnified Persons’ right to recover Losses from the Escrow Account pursuant to the terms and conditions of Article 8). The Stockholders’ Representatives are executing this Agreement only for the limited purposes described for them in Sections 2.7, 2.11, 2.12, 6.3, 6.4, 6.7 and Articles 8 and 10 as Stockholders’ Representatives (and not in their individual capacities), and their execution of this Agreement shall not affect in any respect any Stockholders’ Representatives;’ liability with respect to this Agreement and the transactions contemplated hereby (including in each Stockholders’ Representative’s separate capacity as an Equityholder or an affiliate thereof). 2.13.5 The Buyer, the Buyer’s Representatives and the Buyer Indemnified Persons shall be entitled to rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written (any such certification or confirmation, a “Stockholders’ Representatives Certification”), delivered by the Stockholders’ Representatives on behalf of the Equityholders. The Buyer shall have no Liability to any of the Parties for any act or omission of the Stockholders’ Representatives and shall be indemnified from the Escrow Account for any Liability resulting from (i) any such reliance on a Stockholders’ Representatives Certification or (ii) all actions, decisions and instructions of any negligence or willful misconduct by the Stockholders' Representatives shall be conclusive ’ Representatives. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and binding upon all of has been filed separately with the Stockholders Securities and no Stockholder shall have any cause of action against Exchange Commission. 2.13.6 In the event either of the Stockholders' ’ Representatives becomes unable to perform his or her responsibilities hereunder or resigns from such position, the Equityholders (acting by a written instrument signed by holders of Company Capital Stock who held, as of immediately prior to the Effective Time, a majority (by voting power) of the then outstanding shares of Company Capital Stock) shall select another representative to fill the vacancy of such Stockholders’ Representative, and such substituted representative shall be deemed to be one of the Stockholders’ Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach all purposes of this Agreement and the Escrow Agreement. A Stockholders’ Representative may only be removed upon delivery of written notice to the Buyer signed by holders of Company Capital Stock who held, as of immediately prior to the Stockholders' Representatives; Effective Time, a majority (iiiby voting power, without the right of separate classes of equity to vote separately) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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. (f) All fees and expenses incurred by the Stockholders' Representatives shall be paid by the Stockholders (other than holders of Dissenting Shares) in proportion to their ownership then outstanding shares of Company Capital Stock.

Stockholders Representatives. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver By virtue of any condition to the obligations their adoption of this Agreement and their approval of the Stockholders to consummate the transactions contemplated hereby, (ii) any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (iii) the ability to consent, approve and agree on behalf principal terms of the Merger, the Company Stockholders to have approved, effective as of such vote and without any adjustment or change further action by the Company Stockholders, among other matters, the indemnification and escrow terms set forth in Article X and have irrevocably appointed Xxxx Xxxxxxxxxxxxxx and Xxxxxx Xxxxx as the Unaudited Closing Net Cash Balance that may be agreed upon by LeukoSite representatives and agents of the Company, Company Stockholders under this Agreement (iv) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite “Stockholders’ Representatives”). The Stockholders’ Representatives shall have full power and authority to interpret all the right to make a claim against the Escrowed Securities pursuant to terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of all such Company Stockholders and such successors. Notwithstanding the right of set-off foregoing, (i) at any time that there are two Stockholders’ Representative, no Stockholders’ Representative shall be authorized to take any actions under or pursuant to this Agreement, Agreement or the Escrow Agreement without the prior consent of the other Stockholders’ Representative or (vii) the ability, subject to and upon the terms and conditions set forth in Section 9.14 hereof, to take any actions under or pursuant to this Agreement on behalf of less than all action necessary against UCB of the Company Stockholders holding an interest in the Escrow Funds. The Company Stockholders shall be bound by all actions taken and documents executed by the Stockholders’ Representatives in connection with breaches of payment obligations by UCB under the UCB Agreementthis Article X, and (vi) the orderly distribution Parent shall be entitled to rely on any action or decision of Merger Consideration from LeukoSite to the Stockholders, the Stockholders hereby designate Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx, acting jointly, as their representatives (in such capacity, the "Stockholders' ’ Representatives"). (b) The Stockholders Stockholders’ Representatives are hereby authorize appointed and constituted the Stockholders' Representativestrue and lawful attorney-in-fact of each Company Stockholder, acting jointly, (i) with full power in their name and on their behalf to make all decisions on behalf of the Stockholders relating to any adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), (ii) to make all decisions and grant all consents and approvals on behalf of the Stockholders relating to any adjustments or changes act according to the Unaudited Closing Net Cash Balance that have been agreed upon by LeukoSite and the Company, (iii) to take all action necessary in connection with the waiver terms of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, the Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement in the absolute discretion of the Stockholders’ Representatives; and in general to do all things and to perform all acts including, without limitation, executing the delivering the Escrow Agreement and any other agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Company Stockholders, by operation of law, whether by such Company Stockholder’s death, disability, protective supervision or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Company Stockholder hereby renounces its, his or her right to renounce this power of attorney unilaterally any time between Closing and before the termination of the Escrow Agreement (the “Escrow Period”). Each Company Stockholder waives any and all defenses that may be available to contest, negate or disaffirm the action of the Stockholders’ Representatives taken in good faith under the Escrow Agreement. Notwithstanding the power of attorney granted in this Section 10.05(b), no agreement, instrument, acknowledgment or other act or document shall be ineffective by reason only of the Company Stockholders having signed or given such directly instead of the Stockholders’ Representatives. (c) During the Escrow Period, the Company Stockholders who, immediately prior to the Closing, are entitled to receive a majority of the sum of the Net Merger Consideration (the “Majority Company Stockholders”) may, from time to time upon written notice to the Stockholders’ Representative and Parent, remove one or both of the Stockholders’ Representative or appoint a new Stockholders’ Representative upon the death, incapacity, resignation or removal of a Stockholders’ Representative; provided, however, that neither the removal of a then acting Stockholders’ Representative nor the appointment of a successor Stockholders’ Representative shall be effective until the delivery to the Escrow Agent of executed counterparts of a writing signed by the Majority Company Stockholders approving the removal of such then acting Stockholders’ Representative (if applicable) and the appointment of such successor Stockholders’ Representative, together with an acknowledgment signed by the successor Stockholders’ Representative appointed in such writing that he or she accepts the responsibility of successor Stockholders’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders’ Representatives. If following the removal of both of the Stockholders’ Representatives at least one successor Stockholders’ Representative has not been appointed within thirty (30) business days from a request by Parent, Parent will have the right to appoint a Stockholders’ Representative to fill any vacancy; provided, however, that such appointment shall not be effective until the delivery to the Escrow Agent of set-off an executed writing signed by the Company approving the appointment of such successor Stockholders’ Representative, together with an acknowledgment signed by the successor Stockholders’ Representative appointed in such writing that he or she accepts the responsibility as successor Stockholders’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Stockholders’ Representatives. Each successor Stockholders’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholders’ Representatives, and the term “Stockholders’ Representatives” as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Stockholders’ Representatives. (d) The Stockholders’ Representatives shall have authority and power to act on behalf of each Company Stockholder with respect to the disposition, settlement or other handling of all claims under this Article X and all rights or obligations arising under this Article X. The Company Stockholders authorize the Stockholders’ Representative to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement with respect to any claim for indemnification under Article X of this Agreement that the Stockholders’ Representatives determines in the Stockholders’ Representatives’ discretion to be necessary, appropriate or advisable, including the exercise of the power to (a) authorize the release or delivery to the Parent Indemnified Parties of all or a portion of the Indemnification Escrow Account in satisfaction of indemnification claims by any Parent Indemnified Party pursuant to this AgreementArticle X; (b) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such indemnification claims; (ivc) subject arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this Article X; and upon the terms and conditions set forth in Section 9.14 hereof, to (d) take all actions necessary in the judgment of the Stockholders’ Representatives for the accomplishment of the foregoing. The authority of the Stockholders’ Representatives includes the right to hire or retain, at the sole expense of the Company Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as the Stockholders’ Representatives determine in the Stockholders’ Representatives’ sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement and the Escrow Agreement. Any party will have the right to rely upon any action necessary against UCB taken by the Stockholders’ Representatives, and to act in accordance with such action without independent investigation. The Stockholders’ Representatives shall have the right to recover all reasonable out-of-pocket costs and expenses incurred by the Stockholders’ Representatives in connection with breaches the performance of payment obligations their duties under this Agreement and the Escrow Agreement from the Indemnification Escrow Account immediately prior to the distribution of any amounts in the Indemnification Escrow Account to the Company Stockholders, to the extent such amounts are available for distribution. The Stockholders’ Representatives may also seek advances from the Company Stockholders for the reasonable out-of-pocket costs and expenses that the Stockholders’ Representatives anticipate incurring on behalf of the Company Stockholders in connection with the performance of their duties under this Agreement and the Escrow Agreement. (e) The Stockholders’ Representatives may act upon any instrument or other writing believed by UCB the Stockholders’ Representatives in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by them of their duties under this Agreement or the UCB Escrow Agreement, (v) to determine the Stockholders to whom consideration from LeukoSite except for their own willful misconduct or gross negligence. The Stockholders’ Representatives shall be distributed, the amount of consideration to be so distributedbe, and hereby are, indemnified and held harmless, jointly and severally, by the address Company Stockholders from all losses, costs and expenses (including attorneys’ fees) that may be incurred by the Stockholders’ Representatives as a result of such the Stockholders, (vi) to give and receive all notices required to be given ’ Representatives’ performance of their duties under this Agreement and the Escrow Agreement, and (vii) provided that the Stockholders’ Representatives shall not be entitled to take indemnification for losses, costs or expenses that result from any and all additional action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement or the Escrow Agreement. In order for any action, consent, approval or determination taken or made omitted by the Stockholders' Representatives to be valid, binding and enforceable, it must be taken or made by joint action of both Stockholders' Representatives. Neither of the Stockholders' Representatives shall have any power or authority to take any action individually without the other, and, in the event that either of the Stockholders' Representatives takes any action individually without the other, such action shall not be binding or of any force or effect whatsoever. (c) In the event that: (i) Xxxxxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the combined voting power of the Company Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (ii) Xxxx Xxxxxxx, or his substitute as one of the Stockholders' Representatives, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Stockholders holding, immediately prior to the Closing, a majority of the shares of Company Series VII Preferred Stock shall select another representative to fill such vacancy and such substituted representative shall be deemed to a Stockholders' Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Stockholders' Representatives, including without limitation any agreement between the Stockholders' Representatives and LeukoSite relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below or for which LeukoSite shall have the right to proceed against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, 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 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) LeukoSite shall be able to rely conclusively on the joint instructions and decisions of the Stockholders' ’ Representatives as to the settlement a result of any claims for indemnification by LeukoSite, Merger Sub and/or the Surviving Corporation pursuant to Section 14 below his willful misconduct or for which LeukoSite shall have the right to make a claim against the Escrowed Securities pursuant to this Agreement and the Escrow Agreement or the right of set-off pursuant to this Agreement, or as to any other actions required or permitted to be taken by the Stockholders' Representatives hereunder or under the Escrow Agreement, and no party hereunder shall have any cause of action against LeukoSite to the extent LeukoSite has relied upon the joint instructions or decisions of the Stockholders' Representatives; (ii) all actions, decisions and instructions of the Stockholders' Representatives shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against either of the Stockholders' Representatives for any action taken, decision made or instruction given by the Stockholders' Representatives, acting jointly, under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representatives; (iii) the provisions of this Section 4.10 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; (iv) remedies available at law for any breach of the provisions of this Section 4.10 are inadequate; therefore, LeukoSite, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either LeukoSite, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 4.10; and (v) the provisions of this Section 4.10 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 otherwisegross negligence. (f) All fees and expenses incurred by Parent shall have no liability to any Company Stockholder or otherwise arising out of the acts or omissions of the Stockholders' ’ Representatives shall be paid by or any disputes among the Company Stockholders (or with the Stockholders’ Representatives. Parent may rely entirely on its dealings with, and notices to and from, the Stockholders’ Representatives to satisfy any obligations it might have under this Agreement or any other than holders of Dissenting Shares) agreement referred to in proportion this Agreement or otherwise to their ownership of the Company StockStockholders.