Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution (a) Each of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ Representative representative for the purpose of all Sellers, as the attorney-in-fact for and settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each such Seller, Seller hereby agrees to be bound by any and irrevocably agree that the taking all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative of on his or its behalf pursuant to this Agreement. If for any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of reason the Sellers’ Representative for shall be unable to perform its duties hereunder as Sellers’ Representative, the accomplishment holders of a majority in interest of the other terms, conditions and limitations of this Agreement and Interests owned immediately prior to the Transaction Documents. The Initial Closing shall appoint a replacement Sellers’ Representative has authority and power Representative. Buyer shall be entitled to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement rely exclusively upon any communications or other handling of all indemnification claims, rights writings given or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken executed by the Sellers’ Representative and shall not be liable in connection with this Agreement and any manner whatsoever for any action taken or not taken in reliance upon the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge actions taken or act upon written communication signed not taken or communications or writings given or executed by the Sellers’ Representative. Each Seller agrees that heBuyer shall be entitled to disregard any notices or communications given or made by any Seller, she in his or it has not, and will not, threaten or commence or join any legal actionits individual capacity, which term includes, without limitation, any demand for arbitration proceedings and any complaint is contrary to any foreign, federal, state a notice or local agency, court communication given or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against made by the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. (a) By execution virtue of the approval and adoption of this AgreementAgreement by the requisite consent of the Sellers, each of the Sellers hereby irrevocably shall be deemed to have agreed to appoint each of Xxxxxx xxx Xxxxx and unconditionally appoint Nephron Pharmaceuticals Corporation Joost D de Bruijn as its agent and attorney-in-fact and as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and communications, to authorize payment to any Party or Indemnified Person from the Escrow Account in satisfaction of claims by any Third Party which may be contemplated Indemnified Person, to be made under the Transaction Documentsobject to such payments, (ii) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputessuch claims, (iii) resolve any indemnification claims or disputesto assert, negotiate, enter into settlements and compromises of, and (iv) demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Person against any Seller or by any Seller against any Indemnified Person or any dispute between any Indemnified Person and any such Seller, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement foregoing or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken (ii) specifically mandated by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to terms of this Agreement or the other Transaction DocumentsEscrow Agreement. If any Seller commences or joins any such prohibited legal action against Such agency may be changed by the Sellers’ RepresentativeSellers with the right to a majority of the Escrow Account from time-to-time. Notwithstanding the foregoing, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days by providing written notice of intent to resign to the Sellers, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Account. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTNo bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall not receive any compensation for its services. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONUntil notified in writing signed by an authorized person on behalf of the Sellers that the Sellers’ Representative has resigned or been removed and that a successor has been appointed, Purchaser shall be entitled to rely upon any instruction, notice, decision, action or inaction of the Sellers’ Representative whether in receipt of a writing signed by one or both of the individuals serving in such capacity. Any notice delivered by Purchaser or Sellers’ Representative, as the case may be, shall be delivered in accordance with Section 9.2 hereof.

Sellers’ Representative. By execution Each Selling Shareholder (other than the Carlyle Funds) hereby appoints David Feng Yu (the "Sellers' Representative") as such Selling Sharehxxxxxs' xxxxxney-in-fact and representative, (i) to do any and all things and to execute any and all documents or other papers, in each such Selling Shareholder's name, place and stead, in any way in which each such Selling Shareholder could do if personally present, in connection with this Agreement and the applicable Ancillary Documents and the transactions contemplated hereby and thereby, (ii) to amend, cancel or extend, or waive the terms of, this Agreement and any of the Ancillary Documents in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders, (iii) to act on behalf of such Selling Shareholder with respect to any claims (including the settlement thereof) made by Buyer or such Selling Shareholders for indemnification pursuant to Article X or any dispute arising under Section 2.5 in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders. The power of attorney granted hereby is coupled with an interest. In the event that the Sellers' Representative becomes unable or unwilling to continue in his or her capacity as the Sellers' Representative under this Agreement, the Sellers Selling Shareholders (other than the Carlyle Funds) shall promptly appoint a successor Sellers' Representative by written notice to Buyer, and the appointment of such successor Sellers' Representative shall become effective only upon Buyer's receipt of such written notice. Each Selling Shareholder (other than the Carlyle Funds) hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation agrees that any successor Sellers' Representative so selected by such Selling Shareholders shall be entitled to act as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and such under this Agreement on behalf of each such SellerSelling Shareholders. All references herein to the Sellers' Representative shall include any such successor Sellers' Representative. Except as otherwise expressly set forth herein, and irrevocably agree that the Selling Shareholders (other than the Carlyle Funds) hereby consent to the taking by the Sellers’ ' Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller such Selling Shareholders under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction DocumentsAgreement. The Sellers’ Representative has authority and power to act on behalf of Selling Shareholders (other than the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to Carlyle Funds) shall be bound by all and any such actions taken by the Sellers’ ' Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge his or act upon written communication signed by her capacity as the Sellers’ ' Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution Each Seller, on behalf of itself and any of its successors and assigns, hereby irrevocably appoints Holding KG No. 2, as its representative and exclusive agent (the “Sellers’ Representative”), to act on behalf of such Seller in connection with, and to facilitate, any and all transactions arising from, in connection with and incident to this Agreement. In such capacity, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of shall have the sole and exclusive power and authority to perform all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking actions required or permitted to be performed by the Sellers’ Representative on behalf of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller Sellers under this Agreement Agreement. A decision, act, consent or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment instruction of the Sellers’ Representative for the accomplishment shall constitute a decision, act, consent or instruction from all of the other termsSellers and shall be final, conditions binding and limitations conclusive upon each Seller. Each of this Agreement Groupon and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and Purchaser may rely upon any such actions taken by decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. Each of Groupon and Purchaser is hereby relieved from any liability to any persons for any acts done by them in connection accordance with this Agreement such decision, act, consent or instruction of the Sellers’ Representative; and the other Transaction Documents each Seller agrees to which the Sellers are a partyrelease and hold harmless, and indemnify, each person who acts as Sellers’ Representative with respect to all actions, decisions, elections or other determinations made by such Sellers’ Representative in the performance of his or its duties, except to the extent arising from the gross negligence or willful misconduct of any such person (and any action taken or omitted to be taken upon the advice of counsel shall be conclusive evidence of the absence of gross negligence or willful misconduct). In furtherance of the foregoing, any reference to a power of Sellers and Buyer under this Agreement, to be exercised or otherwise taken, shall only be required to acknowledge or act upon written communication signed by a power vested in the Sellers’ Representative. Each Seller agrees that heUntil the earlier of (i) the third (3rd) anniversary of the date of this Agreement and (ii) the date of the closing of an Acquisition or Asset Transfer, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documentsshall at all times be managed exclusively by Xx. If any Seller commences or joins any such prohibited legal action against the Sellers’ RepresentativeXxxxxx Samwer, such Seller agrees to promptly indemnify Sellers’ Representative Xx. Xxxx Xxxxxx and/or Xx. Xxxxxxxxx Samwer, and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The shall not cause or permit (by reason of any action taken by it or its beneficial owners) any other Person to manage the Sellers’ Representative without the prior written consent of Groupon, which consent may resign at any time upon 30 days written notice to be given or withheld in Groupon’s sole discretion. In the event that the Sellers’ Representative violates or breaches the provisions of this Section 14, or the Sellers’ Representative is not managed exclusively by Xx. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTXxxxxx Samwer, Xx. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONXxxx Xxxxxx and/or Xx. Xxxxxxxxx Samwer for any reason (other than by reason of such individual’s death or disability), Groupon shall be entitled, in addition to any other remedies that it may have, to specific, injunctive or other equitable relief in order to enforce such provision or otherwise effect the intention of the parties under this Section 14.

Sellers’ Representative. (a) By execution virtue of the adoption of this Agreement, the Sellers’ Representative is hereby authorized, directed and appointed to act as sole and exclusive agent, attorney-in-fact and representative of the Sellers, with full power of substitution with respect to all matters under this Agreement, including determining, giving and receiving notices and processes hereunder, executing and delivering, on behalf of the Sellers, any and all documents or certificates to be executed by the Sellers, in connection with this Agreement, the Related Agreements and the Transactions, granting any waiver, consent or approval on behalf of the Sellers hereby irrevocably under this Agreement, appointing one or more successor Sellers’ Representatives, contesting and unconditionally appoint Nephron Pharmaceuticals Corporation settling any and all claims for indemnification pursuant to Section 12.1, resolving any other disputes hereunder, performing the duties expressly assigned to the Sellers’ Representative hereunder and to engage and employ agents and representatives and to incur such other expenses as the Sellers’ Representative of all shall reasonably deem necessary or prudent in connection with the foregoing. The Sellers, as ’ Representative shall have the attorney-in-fact for sole and exclusive right on behalf of each any Sellers to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under Section 12.1 and to settle any claim or controversy arising with respect thereto. Any such Selleractions taken, exercises of rights, power or authority, and irrevocably agree that the taking any decision or determination made by the Sellers’ Representative of any consistent herewith, shall be absolutely and all actions and the making of any decisions required irrevocably binding on each Seller as if such Person personally had taken such action, exercised such rights, power or permitted to be taken by it authority or by a Seller under this Agreement made such decision or any Transaction Documents to which the Sellers are a party are hereby authorized and approved determination in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch Person’s individual capacity, and (iv) take all actions necessary in no such Person shall have the judgment of right to object, dissent, protest or otherwise contest the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONsame.

Sellers’ Representative. By execution of (a) The ARCap Sellers, by executing this AgreementAgreement and approving the transactions contemplated hereby and thereby, the Sellers hereby irrevocably (i) appoint Sellers Representative as their agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact fact, to execute and deliver the Escrow Agreement, deposit the Escrow Shares with the Escrow Agent, act jointly for and on behalf of each such Sellerthe ARCap Sellers in connection with, and irrevocably agree that to facilitate the consummation of the transactions contemplated by this Agreement and the Escrow Agreement, and (ii) consent to the taking by the Sellers’ Sellers Representative of any and all actions and the making of any and all decisions required or permitted to be taken by it or by a Seller Sellers Representative under this the Escrow Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects(including, including without limitation limitation, the exercise of the power to (i) receive from Buyer and disburse authorize delivery to Sellers any payments constituting any part Purchasers of the Purchase Price Purchaser 2 Escrow Cash and receive and disburse from and the Escrow Shares out of the Escrow Account in satisfaction of Claims by any Purchasers Indemnitees). Sellers Representative hereby agrees to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of Claims and Third-Party Claims to comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputessuch Claims and Third-Party Claims, (iii) resolve any indemnification claims or disputesClaims and Third-Party Claims made pursuant to this Agreement, and (iv) take all actions necessary in the his judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions and limitations of this Agreement hereby accepts his appointment as Sellers Representative in connection with, and to facilitate the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf consummation of the transactions contemplated by this Agreement. Purchasers shall be entitled to deal exclusively with Sellers with respect Representative on all matters relating to this Agreement and the other Transaction Documents and the dispositionEscrow Agreement, settlement including any Claim or other handling of all indemnification claims, rights or obligations arising from and taken Third-Party Claim made pursuant to this Agreement Article 11, and the other Transaction Documents. The Sellers irrevocably agree shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be bound executed on behalf of ARCap Sellers by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyRepresentative, and on any other action taken or purported to be taken on behalf of any ARCap Seller by Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, as fully binding upon such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTARCap Seller. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.81

Sellers’ Representative. By execution of this Agreement, the Sellers The Sellers' Representative is hereby irrevocably constituted and unconditionally appoint Nephron Pharmaceuticals Corporation appointed as the Sellers’ Representative of all Sellers, as the attorney-in-agent and attorney in fact for and on behalf of the other Sellers. Without limiting the generality of the foregoing, the Sellers' Representative has full power and authority, on behalf of each such SellerSeller and his or her successors and assigns, to (a) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Sellers in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement, (c) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsAgreement, (iid) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ ' Representative for the accomplishment of the other termsforegoing, conditions (e) give and limitations receive notices and communications and (f) take all actions necessary or appropriate in the judgment of this Agreement and the Transaction Documents. The Sellers’ ' Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyThe Sellers' Representative will not be liable for any act done or omitted under this Agreement as Sellers' Representative while acting in good faith, and Sellers any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. Purchaser shall be able to rely conclusively on the instructions and Buyer shall only decisions of the Sellers' Representative as to any actions required or permitted to be required to acknowledge or act upon written communication signed taken by the Sellers’ Representative. Each Seller agrees that he, she or it has not' Representative hereunder, and will not, threaten no party hereunder shall have any cause of action against Purchaser to the extent Purchaser has relied upon the instructions or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against decisions of the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ ' Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution Each Seller hereby appoints HFS as the representative of such Seller to act as the agent on behalf of such Seller for all purposes under this Agreement, including for the Sellers hereby irrevocably purposes of: (a) acceptance of any payments hereunder and unconditionally appoint Nephron Pharmaceuticals Corporation as delivery of wire instructions in connection therewith; (b) delivering any funds hereunder; (c) determining whether the Sellers’ Representative of all Sellersconditions to closing in Section 7.2 have been satisfied and supervising the Closing, including waiving any such condition if HFS, in its sole discretion, determines that such waiver is appropriate; (d) taking any action that may be necessary or desirable, as determined by HFS in its sole discretion, in connection with the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the termination hereof in accordance with Article 9; (e) taking by the Sellers’ Representative of any and all actions that may be necessary or desirable, as determined by HFS in its sole discretion, in connection with the amendment hereof in accordance with Section 11.3; (f) accepting notices on behalf of such Seller; (g) executing and delivering, in HFS’s capacity as the making representative of such Seller, any decisions required and all notices, documents or permitted certificates to be taken executed by it HFS, on behalf of such Seller, in connection with this Agreement; (h) granting any consent or by a approval on behalf of such Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer taking any and disburse to Sellers all other actions and doing any payments constituting any part of the Purchase Price and receive and disburse from and to any Party all other things provided in or any Third Party which may be contemplated by this Agreement to be made under performed by such Seller or by HFS on behalf of such Seller. As the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment representative of the Sellers’ Representative , HFS will act as the agent for the accomplishment of the other terms, conditions all Sellers and limitations of shall have authority to bind each Seller in accordance with this Agreement and the Transaction DocumentsAgreement. The Sellers’ Representative has authority and power Each Seller agrees that Buyer will be entitled to act rely on any action taken by HFS on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement Section 3.4, and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and that any such actions action will be binding upon each Seller as fully as if such Seller had taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representativesuch action. Each Seller agrees that he, she Buyer does not have any duty to investigate or it has not, question any action taken or not taken by HFS under this Agreement and will not, threaten or commence or join any legal action, which term includes, that Buyer may fully rely upon such actions and inactions without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court further inquiry or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONduty.

Sellers’ Representative. By execution of this Agreement, the Sellers Silverback Operating has and does hereby irrevocably appoint Silverback (the “Seller’s Representative”) the agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for Silverback Operating for the purposes of acting in the name and stead of Silverback Operating in: (a) giving and receiving all notices permitted or required by this Agreement; (b) the making of adjustments to the Purchase Price; (c) the allocating and distributing among Silverback Operating and Silverback of adjustments to the Purchase Price and any other payments (other than the Purchase Price) due to Seller; (d) entering into agreements with Buyer as to any amendments to this Agreement, which the Seller’s Representative may deem necessary or advisable, including but not limited to the extension of time in which to consummate the transactions contemplated by this Agreement, (e) the waiver of any closing conditions of Seller and (f) determining any Title Defect Values or Environmental Defect Values and/or the resolution of any Title Defects or Adverse Environmental Condition. Each entity comprising Seller, however, shall execute and deliver its respective Assignment and closing deliverables at Closing. Without limiting the foregoing, the Seller’s Representative shall be solely responsible for properly distributing among the Seller any adjustments to the Purchase Price and any other payments due Seller, and Buyer shall have no liability whatsoever related to such distributions or allocation or the timing thereof. By executing this Agreement, the Seller’s Representative hereby accepts its appointment and authorization to act as Seller’s Representative and attorney-in-fact and agent on behalf of each such Sellerentity comprising Seller in accordance with the terms of this Agreement. Each entity comprising Seller acknowledges that this appointment is coupled with an interest and is irrevocable, and irrevocably agree each entity comprising Seller further acknowledges that the taking by the Sellers’ Representative of Buyer and any other person shall be entitled to rely on any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Seller’s Representative in connection with under this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAgreement.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Chief E&D as their sole representative (“Sellers’ Representative”) to act as the Sellers’ Representative of all Sellers, as the attorney-in-fact for agent and on behalf of each Sellers for all purposes under this Agreement, including for the purposes of: (i) administering and supervising the conduct of Buyer’s Title Review pursuant to Article VI and the conduct of Buyer’s physical inspection and Site Assessment pursuant to Article V including without limitation determining any adjustments to the Purchase Price in accordance with Article I or Article VI, giving and receiving environmental reports, materials and assessments as provided in Article V and entering into any agreements contemplated by Article VI; (ii) determining whether the conditions to closing in Article II have been satisfied and supervising the Closing, including waiving any such Seller, and irrevocably agree that the taking by the condition if Sellers’ Representative of Representative, in its sole discretion, determines that such waiver is appropriate; (iii) taking any and all actions and that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the making amendment of any decisions required or permitted to be taken by it or by a Seller under this Agreement or waivers of any Transaction Documents to which term of this Agreement in accordance with Section 11.11; (vi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise payment of the power to (i) receive from Buyer costs and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts expenses incurred with respect to Sellers in connection with the transactions contemplated by this Agreement; (vii) granting any indemnification claims consent or disputes, approval on behalf of Sellers under this Agreement; (iiiviii) resolve executing and delivering any indemnification claims documents and interests or disputes, taking any action as may be necessary or advisable pursuant to Section 5.6; and (ivix) take taking any and all other actions necessary and doing any and all other things provided in the judgment of the or contemplated by this Agreement to be performed by Sellers’ Representative for on behalf of Sellers. As the accomplishment representative of the other termsSellers, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has shall act as the agent for Sellers, shall have authority to bind Sellers in accordance with this Agreement, and power to act Buyer may rely on behalf of the such appointment and authority. Sellers with respect to this Agreement shall fully release, indemnify and the other Transaction Documents and the dispositionhold Buyer harmless for any actions taken, settlement or other handling of all indemnification claimsinactions by, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents that are alleged to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the in violation of Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION’s authority.

Sellers’ Representative. By execution of this AgreementEach Seller hereby irrevocably ----------------------- appoints Xxxxxxxx X. XxXxxxxx as Sellers' Representative (or his designee, the Sellers hereby irrevocably "Sellers' Representative"), and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ ' Representative of all hereby accepts such ------------------------ appointment and agrees to act as such Sellers' Representative, as the attorney-in-fact for who shall, in such capacity, have full power and authority to make, on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative , all decisions relating to the defense or settlement of any and all actions and the making of claims for which any decisions required or permitted Buyer Indemnitee may claim to be taken by it entitled to indemnity or by a Seller under this Agreement or any Transaction Documents payment pursuant to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power otherwise to act on behalf of the Sellers in all respects with respect to this Agreement Agreement. All decisions and actions by the other Transaction Documents Sellers' Representative shall be binding upon all of the Sellers, and no Seller shall have the dispositionright to object to, settlement dissent from, protest or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and otherwise contest the other Transaction Documentssame. The Sellers irrevocably agree Buyer shall not have the right to be bound by all and object to, protest or otherwise contest any such actions matter related to the procedures for action being taken by the Sellers’ Representative ' Representative. By the execution of this Agreement by or on behalf of such Seller, each Seller shall be deemed to have agreed that (i) the provisions of this Section 12.5 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 12.5 would be inadequate, (iii) the provisions of this Section 12.5 shall be binding upon the successors and assigns of each Seller and (iv) any references in this Agreement and the other Transaction Documents to which a Seller or the Sellers are a partyshall mean and include the successors to the Seller's rights hereunder. In addition, and Sellers and Buyer by the execution of this Agreement by or on behalf of such Seller, each Seller shall only be required deemed to acknowledge have waived any claims they may have or act upon written communication signed assert, including those that may arise in the future, against the Sellers' Representative for any action or inaction taken or not taken by the Sellers’ Representative' Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand In consideration for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against serving as the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against ' Representative, the Sellers’ Representative, ' Representative shall be released by each Seller from any liability for any action or inaction taken or not taken by such Seller agrees Sellers' Representative except to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending the extent that such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice or inaction shall have been held by a court of competent jurisdiction to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONconstitute willful misconduct.

Sellers’ Representative. By execution Sellers hereby irrevocably designate Sellers' Representative to execute any and all instruments or other documents on behalf of Sellers, and to do any and all other acts or things on behalf of Sellers, which Sellers' Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Sellers Escrow Agreement or otherwise in connection with the consummation of the transactions contemplated hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as thereby and the performance of all obligations hereunder and thereunder at or following the Closing. Without limiting the generality of the foregoing, Sellers’ ' Representative shall have the full and exclusive authority to (i) agree with Purchaser with respect to any matter or thing required or deemed necessary by Sellers' Representative in connection with the provisions of this Agreement or the Escrow Agreement calling for the agreement of Sellers, give and receive notices on behalf of all Sellers, and act on behalf of all Sellers in connection with any matter as to which Sellers are or may be obligated under this Agreement or the Escrow Agreement, all in the absolute discretion of Sellers' Representative, (ii) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers' Representative to be necessary or advisable in connection with, this Agreement or the Escrow Agreement, and (iii) take all actions necessary or desirable in connection with the defense and/or settlement of any indemnification claims pursuant to Article X and performance of obligations under Article II. Sellers shall cooperate with Sellers' Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers' Representative shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers' Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers' Representative has a duty to serve in good faith the interests of Sellers and to perform its designated role under this Agreement, but Sellers' Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. Sellers shall indemnify and hold harmless Sellers' Representative against any loss, expense (including reasonable attorney's fees) or other liability arising out of its service as Sellers' Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. Sellers' Representative may not resign without the prior written consent of Purchaser. Purchaser shall be entitled to rely on the authority of Sellers' Representative as the agent, representative and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and Seller for all actions and the making of any decisions required or permitted to be taken by it or by a Seller purposes under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Escrow Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and Purchaser shall have no liability for any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONreliance.

Sellers’ Representative. By execution Each Selling Person hereby irrevocably appoints Harbinger Private Equity Fund I, L.L.C. (the “Sellers’ Representative”) as the agent of such Selling Person for all purposes relating to or in connection with any transaction contemplated by or relating to this Agreement and to be carried out prior to, at or after the Closing including, but not limited to: (i) approving any immaterial modifications or amendments to this Agreement, ; (ii) making decisions with respect to the Sellers hereby irrevocably determination of the Aggregate Net Working Capital of the Keys Group; (iii) the appointment of the Escrow Agent and unconditionally appoint Nephron Pharmaceuticals Corporation as execution and delivery of the Sellers’ Representative of all SellersEscrow Agreement; (iv) entering into any settlement or submitting the dispute to the Independent Auditor; (v) taking any action that may be necessary or desirable, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking determined by the Sellers’ Representative of any and all actions and Representative, in its reasonable discretion, in connection with the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations termination of this Agreement Agreement; (vi) executing and the Transaction Documents. The Sellers’ Representative has authority and power to act delivering, on behalf of the Sellers with respect to this Agreement Selling Persons’ any and the other Transaction Documents and the dispositionall notices, settlement documents or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree certificates to be bound by all and any such actions taken executed by the Sellers’ Representative Selling Persons in connection with this Agreement and the transactions contemplated hereby; (vii) granting any consent or approval on behalf of the Selling Persons under this Agreement; (viii) negotiating, compromising and resolving disputes with the Buyer that arise under this Agreement including disputes regarding indemnification claims by any party; (ix) exercising or refraining from exercising any remedy available to Selling Persons; (x) waiving any and all conditions in Section 6.2; (xi) retaining such counsel, accountants and other professional advisors as the Sellers’ Representative reasonably deems necessary or appropriate to perform its duties hereunder; (xii) giving such instructions and doing such other things and refraining from doing such other things as Sellers’ Representative in its sole discretion deems necessary or appropriate to carry out the provisions of the Transaction Documents to which the Sellers are it is a party; and (xiii) to pay the fees, costs and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed expenses reasonably incurred by the Sellers’ Representative in the performance of its duties hereunder from the Sellers’ Representative Reserve. In the event that the Sellers’ Representative Reserve is insufficient to pay such fees, costs and expenses, each Selling Person agrees to promptly pay its Pro Rata Share of such amounts in the manner specified in a written notice from Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against Selling Person hereby irrevocably appoints the Sellers’ Representative or its advisors for acting as such Selling Person’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in such capacity Selling Person’s name, place and stead, in any and all capacities (other than as agent for service of process), in connection with respect the transactions contemplated by this Agreement, granting unto said attorney-in-fact and agent, full power and authority to this Agreement do and perform each and every act and thing requisite and necessary to be done in connection with the sale of such Selling Person’s Ownership Interest as fully to all intents and purposes as such Selling Person might or could do in person; such appointment as attorney-in-fact is coupled with an interest. Each Selling Person hereby authorizes the other Transaction Documents. If Buyer and its affiliates to rely upon the agency created hereby and releases Buyer and its affiliates from any Seller commences and all liability to such Selling Person of whatever nature arising out of or joins relating to such agency, to the same extent as though any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs act committed or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred omitted by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in pursuant to such actionagency had been committed or omitted by such Selling Person. The On thirty (30) days prior written notice to the Selling Persons and to Buyer, the Sellers’ Representative may resign at any time its appointment. Prior to the effective date of such resignation, those Selling Persons holding more than 50% of the Pro Rata Share shall designate in writing a replacement Sellers’ Representative who shall possess the same rights and obligations as the then existing Sellers’ Representative. Immediately upon 30 days designation of a replacement Sellers’ Representative, Selling Persons shall cause written notice of such designation of the replacement Sellers’ Representative to the be delivered to Buyer, along with all contact and notice information for such replacement Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION’ Representative.

Sellers’ Representative. By execution (a) Seller's Representative may be changed by Seller from time to time upon not less than 10 days' prior written notice to Buyer and Escrow Agent and subject to the consent of this AgreementBuyer, whose consent shall not be unreasonably withheld; provided that Seller's Representative may not be removed unless holders of a majority in interest of the Sellers hereby irrevocably Escrow Fund agree to such removal and unconditionally appoint Nephron Pharmaceuticals Corporation to the identity of the substituted agent. No bond shall be required of Seller's Representative, and Seller's Representative shall not receive compensation for his or her services. Notices or communications to or from Seller's Representative shall constitute notice to or from Seller. Seller's Representative shall be entitled to submit a claim and receive reimbursement from the Escrow Fund for all reasonable, documented out-of-pocket expenses incurred by Seller's Representative as a result of acting as the Sellers’ Representative of all SellersSeller's Representative; provided, as however, that such right to reimbursement shall be subordinate to Buyer's claims on the attorney-in-fact for and on behalf of each such SellerEscrow, if any, and irrevocably agree that shall be paid only after all such claims have been satisfied. The Escrow Agent shall have no duty to examine any such claim to determine the taking by the Sellers’ Representative reasonableness or legitimacy of any and all actions and the making of any decisions required or permitted to such claim. Any such reimbursement shall be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved paid in all respects, including without limitation the exercise Escrow Shares out of the power Escrow Fund. For purposes of such * Material has been omitted pursuant to (i) receive from Buyer a request for confidential treatment, and disburse to Sellers any payments constituting any part such material has been filed separately with the SEC. reimbursement of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Seller's Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH Escrow Shares shall be valued at the most recent price at which Buyer sold at least [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all lossesof shares of capital stock to venture capital investors, liabilitiesor, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges if Buyer has sold shares of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice Common Stock to the Sellerspublic pursuant to an underwritten public offering under the Securities Act of 1933, as amended, the average closing price of Buyer's Common Stock as quoted on The Nasdaq National Market (or other national exchange if so listed) for the five days prior to, but not including, the date on which it is determined that such Securities are to be delivered. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONSaid value shall be provided to Escrow Agent in writing by Buyer.

Sellers’ Representative. By Concurrent with the execution and delivery of this Agreement, the Sellers hereby irrevocably each party to this agreement other than Buyer shall be deemed to appoint Seller as their agent, representative and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for (the "Sellers' Representative") and Seller agrees to act as the Sellers' Representative. Sellers' Representative shall, on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Parties (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentscommunications, (ii) review, negotiate, agree to and settle claims and disputes relating to the adjustment to the Aggregate Consideration and indemnified amounts, (iii) object to such deliveries, agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts Governmental Authorities and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) take all actions necessary or appropriate in the judgment of the Sellers’ ' Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Any notices delivered to Sellers’ ' Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement shall be deemed delivered Seller Parties. A decision, act, consent, or instruction of the Sellers' Representative shall constitute a decision of the Seller Parties and the other Transaction Documentsshall be final, binding and conclusive upon each Seller Party. The Sellers irrevocably agree to be bound by all and Buyer may rely upon any such actions taken by decision, act, consent or instruction of the Sellers’ ' Representative in connection with this Agreement and as being the other Transaction Documents to which the Sellers are a partydecision, act, consent or instruction of Seller Parties, and Sellers and Buyer shall only be required is hereby relieved from any liability to acknowledge any Person for any acts done in accordance with such decision, act, consent or act upon written communication signed by instruction of the Sellers’ ' Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement(a) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the “Sellers’ Representative of all SellersRepresentative”), as the its or his true and lawful agent and attorney-in-fact fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for and on behalf of each such Sellerindemnification made pursuant to this Article 10, and irrevocably agree that the taking (3) any and all other actions taken by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted related to be taken by it or by a Seller under this Agreement or the other Transaction Agreements or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Transactions, including, in furtherance thereof, to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse communications to or from and to any Party Purchaser (on behalf of itself or any Third Party which may other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be contemplated to be made under given or received by the Transaction Documents, Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or any indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and agree to arbitration and comply with orders of courts Orders with respect to any indemnification claims or disputessuch claims; (v) assert, (iii) resolve any indemnification claims or disputesnegotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (ivvi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions and limitations in each case (except as otherwise specified) without having to seek or obtain the consent of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join Person under any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONcircumstance.

Sellers’ Representative. By execution (a) Each Seller hereby consents to (i) the appointment of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Xxxxxxx X. Xxxxx as the Sellers’ Representative of all Sellers, hereunder and as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that (ii) the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it by, or by a Seller under with respect to, this Agreement or any Transaction Documents to which Agreement, the Sellers are a party are Related Agreements and the transactions contemplated hereby authorized and approved in all respectsthereby, including including, without limitation limitation, the exercise of the power to (iA) receive from Buyer agree to execute any amendments to or terminations of this Agreement, the Related Agreements and disburse to Sellers any payments constituting any part of the Purchase Price all other documents contemplated hereby and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsthereby, (iiB) authorize delivery to Buyer in accordance with the Escrow Agreement from the Price Adjustment Escrow Account an amount equal to the Post-Closing Reduction, if any Post-Closing Reduction is required under Section 1.05, (C) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputesunder Article X, (iiiD) resolve any such indemnification claims and authorize delivery to any Buyer Indemnified Party in accordance with the Escrow Agreement from the Indemnity Escrow Account an amount equal to any disbursements to resolve any such indemnification claim, (E) make any representations, warranties or disputescertifications pursuant to this Agreement on behalf of such Seller, (F) accept receipt of such Seller’s Pro Rata Portion of the Initial Sellers Payment on behalf of such Seller in full satisfaction of Buyer’s obligation to make such payment hereunder and (ivG) take all actions necessary in the judgment of the Sellers’ Representative incidental to or for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement Agreement, the Related Agreements and the Transaction Documents. The Sellers’ Representative has authority transactions contemplated hereby and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONthereby.

Sellers’ Representative. By execution (a) Each of this Agreement, the Sellers Target Companies hereby irrevocably nominates, constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the agent, agent for service of process and true and lawful attorney-in-fact for of the Securityholders, with full power of substitution, to act in the name, place and on behalf stead of each such Seller, Securityholder with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken or made by it or by a Seller the Sellers’ Representative under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to to: (i) receive from Buyer execute, deliver, acknowledge, certify and disburse to Sellers file (in the name of any payments constituting any part or all of the Purchase Price Securityholders or otherwise) any and receive and disburse from all documents, including, without limitation, the Indemnification Escrow Agreement, and to take any Party and all actions, and make all payments and disbursements, that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with any matter covered in Section 2.08 (Post Closing Adjustment), Section 2.11 (Reserve Account) or any Third Party which may be contemplated to be made indemnification claim under the Transaction DocumentsARTICLE X (Indemnification) (including negotiating, (ii) agree to, negotiate, enter entering into compromises or settlements and compromises of and comply with orders of courts demanding arbitration with respect to any such matters covered in Section 2.08 (Post Closing Adjustment) Section 2.11 (Reserve Account) or any indemnification claims or disputesclaim, as applicable); (ii) update the Schedule 1.1 as contemplated herein; (iii) resolve any indemnification claims or disputes, give and receive notices and communications under this Agreement and the Indemnification Escrow Agreement; and (iv) take all such actions necessary in as the judgment Board of Directors or Board of Managers, as applicable, under the organizational documents of the Sellers’ Representative for Target Companies would be permitted to take (subject to the accomplishment terms of the other terms, conditions and limitations of this Agreement and the Transaction Documentssuch organizational documents as they exist immediately prior to Closing). The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by hereby accepts its appointment as the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution The Seller and each of this Agreementthe Members hereby authorize, direct and appoint Xxxxxx X. Xxxxxx and, in his absence, incapacity or death, Xxxxxx Xxxx (the Sellers "Sellers' Representative"), and each of Xxxxxx X. Xxxxxx and Xxxxxx Xxxx hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation accept such appointment, to act as the Sellers’ Representative of all Sellerssole and exclusive agent, as the attorney-in-fact and representative of the Seller and each of the Members, with full power of substitution with respect to all matters under this Agreement and the Ancillary Agreements, including determining, giving and receiving notices and process hereunder and thereunder, entering into any amendment or modification hereof and thereof, authorizing or contesting the release of funds under the Escrow Agreement, contesting and settling any determination of any Post-Closing Purchase Price Adjustment pursuant to Section 1.5 hereof, contesting and settling any and all determinations of Earnout Payments pursuant to Section 1.6 hereof, contesting and settling any and all claims for indemnification pursuant to Article VII hereof or resolving any other disputes hereunder and on behalf thereunder. Any actions taken, exercises of each such Sellerrights, power or authority and irrevocably agree that the taking any decision or determination made by the Sellers’ ' Representative of consistent therewith, shall be absolutely and irrevocably binding on the Seller and each Member as if the Seller and such Member personally had taken such action, exercised such rights, power or authority or made such decision or determination in the Seller's or such Member's individual capacity. Notwithstanding anything to the contrary contained in this Agreement, any and all actions and the making of any decisions action required or permitted to be taken by it or by a the Seller under this Agreement and the Members hereunder or any Transaction Documents to action which the Sellers are a party are hereby authorized Seller and approved in all respectsthe Members, including without limitation at their election, have the exercise of right to take hereunder, shall be taken only by the power Sellers' Representative and neither the Seller nor any Member acting on its own shall be entitled to (i) receive from Buyer take any such action. All deliveries and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under by the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect Buyer to the Seller or any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of Member hereunder shall be made exclusively to the Sellers’ ' Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and Seller and/or the other Transaction Documents and the dispositionMembers, settlement or other handling of all indemnification claimsas applicable, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge delivery or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice payment so made to the Sellers' Representative shall constitute full performance of the obligations hereunder of the Buyer to the Seller and the Members. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONThe Buyer shall not be liable for allocation of particular deliveries and payments among the Seller and the Members.

Sellers’ Representative. By (A) Each Seller, by execution of this Agreement, hereby appoints, effective immediately, Pxxxxx Xxxxxxxx, to act as such Seller’s representative hereunder (the Sellers “Sellers’ Representative”), and by such Seller’s execution of this Agreement hereby irrevocably appoints the Sellers’ Representative (effective immediately) as such Seller’s true and unconditionally appoint Nephron Pharmaceuticals Corporation lawful attorney, in such Seller’s name, place and stead to act on such Seller’s behalf as contemplated by the terms of this Agreement (including, without limitation, the execution and delivery of any waivers, consents, certificates (including the certificates to be delivered at Closing pursuant to Section 6.2) approvals, extensions, amendments and other agreements, the giving and receipt of notices, the resolution of disputes and any matters or proceedings referred to in Article IX hereof) and hereby acknowledges that the Sellers’ Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by any Seller. Each Seller further designates and appoints the Sellers’ Representative as its agent for service of process with respect to any disputes regarding or arising out of this Agreement or any of the transactions contemplated hereby. Pxxxxx Xxxxxxxx hereby accepts his appointment as the Sellers’ Representative of all and the authorization set forth above. Sellers, as ’ Representative shall serve in such capacity until his resignation given by written notice not less than sixty (60) days prior to the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that effective date thereof. In the taking by event the Sellers’ Representative shall resign or otherwise cease to act as Sellers’ Representative, the Sellers’ Representative shall be authorized to select a replacement to serve as Sellers’ Representative, subject to the approval of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part whose percentage of the Purchase Price constitutes in the aggregate a majority of the total Purchase Price allocated to the Common Unitholders and receive Common Optionholders. With the power of attorney so granted by each Seller to the Sellers’ Representative, each Seller has authorized the Sellers’ Representative to take any further action which the Sellers’ Representative shall consider necessary or desirable in connection with the foregoing, hereby giving the Sellers’ Representative full power and disburse from authority to do and to any Party or any Third Party which may be contemplated perform each and every act requisite as necessary to be made under done in and about the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims foregoing as fully as such Seller might or disputes, (iii) resolve any indemnification claims or disputescould do if personally present, and (iv) take has ratified and confirmed all actions necessary in that the judgment Sellers’ Representative shall lawfully do or cause to be done by virtue thereof. Following the effectiveness of the appointment of the Sellers’ Representative for the accomplishment under this Section 8.11, Finisar shall be entitled to rely on any action or inaction of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and as the other Transaction Documents action or inaction of the appointing Sellers, any notice from any such Seller to which the Sellers are a party, and Sellers and Buyer Finisar shall only be required delivered to acknowledge or act upon written communication signed Finisar solely by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint Finisar shall be entitled to deliver all notices to any foreign, federal, state or local agency, court or other tribunal, of the Sellers solely to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement, the Sellers Seller hereby irrevocably appoints Xxxxx Dodo (herein called the "Seller's Representative") as its true and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the lawful attorney-in-fact for and agent, with full power of substitution or resubstitution, to act solely and exclusively on behalf of each such Seller with respect to any matters relating to this Agreement and any document, certificate or other agreement to be executed and delivered by or on behalf of Seller pursuant hereto, with the full power, without the consent of Seller, and irrevocably agree that to exercise as it in its sole discretion deems appropriate, all of the taking by powers which Seller could exercise under the Sellers’ Representative provisions of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents document, certificate or other agreement to which the Sellers are a party are hereby authorized be executed and approved in all respectsdelivered by or on behalf of Seller pursuant hereto, including including, without limitation the exercise of the power limitation, to (i) receive from Buyer accept and disburse to Sellers any payments constituting any part give notices hereunder or thereunder on behalf of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsSeller, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect consent to any indemnification claims modification or disputes, amendment hereof or thereof or (iii) resolve give any indemnification claims waiver or disputesconsent hereunder or thereunder. Seller's Representative does hereby accept such appointment. Purchaser shall be entitled to rely exclusively upon such notices, waivers, consents, amendments, modifications and other acts of Seller's Representative as being the binding acts of Seller, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other termsPurchaser shall be entitled to deliver any notices, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement payments or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree items required to be bound delivered by all it to Seller hereunder or thereunder only to Seller's Representative, and any such actions taken by delivery shall be fully effective as if it were made directly to Seller. Seller's Representative shall not effect any substitution for himself as Seller's Representative without the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon prior written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal actionconsent of Purchaser, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONconsent shall not be unreasonably withheld.

Sellers’ Representative. By their execution and delivery of this Agreement, the Sellers each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, acting jointly (except in the case either Xxxxxxx Xxxxxxx or Xxxxxxx Xxxxxxx becomes incapacitated, in which case the other shall act alone, and Buyer may rely on the certification of the non-incapacitated individual as to the Sellers’ Representative incapacity of all Sellersthe other), as the each such Person’s true and lawful agent and attorney-in-fact for (hereinafter, collectively, “Sellers’ Representative”), with full and complete power and authority in its name and on its behalf: (a) to act on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of Person for any and all purposes according to the terms of this Agreement, including the power to amend this Agreement in accordance with Section 10.9; (b) to give and receive notices and make any and all decisions under Sections 2.4 and 2.6 on behalf of Sellers; (c) to give and receive notices and to provide consents hereunder; and (d) in general, to do any and all things and to perform any and all acts under or pursuant to this Agreement, including executing and delivering all ancillary instruments referenced herein or contemplated hereby in each case above, all in the absolute discretion of Sellers’ Representative; and Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx hereby accept such appointment. Anything herein to the contrary notwithstanding, any actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement and any ancillary instruments referenced herein or contemplated hereby by Sellers may be taken by Sellers’ Representative on behalf of all of Sellers (including by Sellers’ Representative, in their own individual capacity as Sellers). This power of attorney, and all authority hereby conferred, is granted subject to the interests of the other Sellers, the Company and Buyer hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any Seller or by operation of law, whether by the death or incapacity of any Seller or by the occurrence of any other event. Sellers’ Representative shall not be liable to Buyer, any member of the Company Group or any Transaction Documents other Seller for any act done or omitted hereunder as Sellers’ Representative, except in the case of actual and intentional fraud on the part of Sellers’ Representative. Sellers’ Representative shall be entitled to which the receive reimbursement from, and be indemnified by, Sellers are a party are hereby authorized for certain expenses, charges and approved Liabilities as provided below. In connection with this Agreement, and in exercising or failing to exercise all respects, including without limitation the exercise or any of the power to powers conferred upon Sellers’ Representative hereunder, (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and Sellers’ Representative shall incur no responsibility whatsoever to any Party Seller by reason of any error in judgment or other act or omission performed or omitted hereunder, excepting only responsibility for any Third Party act or failure to act which may be contemplated to be made under the Transaction Documentsrepresents actual and intentional fraud, and (ii) agree Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of Sellers’ Representative pursuant to such advice shall in no event subject Sellers’ Representative to liability to any Seller. Each Seller shall indemnify, severally and not jointly, based on such Seller’s Pro Rata Percentage, Sellers’ Representative against all Losses, damages, Liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, negotiateany and all expenses whatsoever, enter into settlements and compromises reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever), arising out of and comply or in connection with orders any claim, investigation, challenge, action or in connection with any appeal thereof, relating to the acts or omissions of courts Sellers’ Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding that finally adjudicates the liability of Sellers’ Representative hereunder with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, actual and (iv) take all actions necessary in the judgment of the intentional fraud. Sellers’ Representative may arrange to receive reimbursement and indemnification directly from Sellers for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentssuch amounts. The If not paid directly to Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred amounts may be recovered by Sellers’ Representative and/or its advisers from any portion of the Escrow Deposit otherwise distributable to Sellers in defending accordance with the Escrow Agreement, and such action as well as any monetary judgment obtained against recovery will be made from Sellers according to their respective Pro Rata Percentages. All of the indemnities, immunities and powers granted to Sellers’ Representative in such actionunder this Agreement shall survive the Closing and/or any termination of this Agreement. The grant of authority provided for herein is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller, and any action taken by Sellers’ Representative may resign at any time upon 30 days written notice pursuant to the authority granted in this Agreement shall be effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such Seller, except for actions or omissions of Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION’ Representative constituting actual and intentional fraud.

Sellers’ Representative. (a) By execution executing and delivering a counterpart of this Agreement and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Stock Sale, each Seller shall be deemed to have approved the designation of, and hereby designates, Westhill Group AB as the Sellers' Representative under the terms set forth herein to give and receive notices and communications, to authorize delivery to Chyron of any deliverables set forth in this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellersto object to such deliveries, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputesmade pursuant to this Agreement, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ ' Representative for the accomplishment of the other termsforegoing. If the Sellers' Representative shall die, conditions and limitations be removed by the written direction of this Agreement the holders of a majority in interest of the Capital Stock (determined as of immediately prior to the Closing), become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, a new Sellers' Representative may be designated by the holders of a majority in interest of the Capital Stock (determined as of immediately prior to the Closing) upon not less than ten (10) days' prior written notice to Chyron. No bond shall be required of the Sellers' Representative, and the Transaction DocumentsSellers' Representative shall receive no compensation for its services from Chyron, Hego or any of their Affiliates after the Closing. Notices or communications to or from the Sellers' Representative shall constitute notice to or from each of the Sellers. Each Seller agrees to receive correspondence from the Sellers' Representative, including in electronic form. (b) The Sellers' Representative shall not be liable for any act done or omitted hereunder as Sellers' Representative while acting in good faith and without gross negligence or willful misconduct and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall jointly and severally indemnify and hold the Sellers' Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Sellers' Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, in each case as such loss, liability or expense is incurred. (c) The Sellers' Representative shall have reasonable access to information about Hego and its Subsidiaries, including in electronic form to the extent reasonably available, for purposes of performing his duties and exercising his rights hereunder. The Sellers’ ' Representative has authority and power its members, managers, directors, officers, agents and employees shall treat confidentially and not disclose any nonpublic information from or about Hego or Chyron. (d) The Sellers' Representative shall be entitled to act on behalf of reimbursement from the Sellers for all losses, liabilities and reasonable expenses incurred by the Sellers' 51 Representative in connection with performing the Sellers' Representative's duties as set forth in this Agreement; provided that the Sellers shall not be relieved from their obligations to reimburse such losses, liabilities and expenses, nor shall the Sellers' Representative be prevented from seeking any remedies available to the Sellers' Representative at law or otherwise against the Sellers with respect to this Agreement and thereto. 10.3 Actions of the other Transaction Documents and Sellers' Representative. A decision, act, consent or instruction of the disposition, settlement or other handling Sellers' Representative shall constitute a decision of all indemnification claimsSellers and shall be final, rights binding and conclusive upon each Seller, and Chyron and its Subsidiaries may rely upon any decision, act, consent or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by instruction of the Sellers’ ' Representative as being the decision, act, consent or instruction of each and every such Seller. Chyron and its Subsidiaries are hereby relieved from any liability to any person for any acts done by them in connection accordance with this Agreement and the other Transaction Documents to which the Sellers are a partysuch decision, and Sellers and Buyer shall only be required to acknowledge act, consent or act upon written communication signed by instruction of the Sellers’ ' Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.10.4

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably appoints the Sellers’ Representative as of the date hereof, with power of designation and unconditionally appoint Nephron Pharmaceuticals Corporation assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Seller, with the full power, without the consent of such Seller, to exercise as the Sellers’ Representative of all Sellersin its sole discretion deems appropriate, as the attorney-in-fact for and on behalf of each powers that such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the could exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts hereunder with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, all of its rights and (iv) obligations and to take all actions with respect thereto necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the Escrow Agreement. The appointment of the Sellers’ Representative is coupled with an interest and shall be irrevocable by any Seller in any manner or for any reason. The Buyer shall be entitled to rely exclusively upon any notices and other Transaction Documents acts of the Sellers’ Representative relating to which the Sellers’ rights and obligations hereunder as being legally binding acts of each Seller individually and collectively, and the Buyer shall deliver any notice required or permitted hereunder to be delivered to the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees not to institute any Proceeding against the Buyer alleging that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative did not have the authority to act as the Sellers’ Representative on behalf of such Seller in connection with any action, omission or its advisors for acting in such capacity execution. No Seller may take any action with respect to this Agreement or its rights and obligations hereunder without the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against express written consent of the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution (a) Vista Equity Partners Fund III, L.P. ("Sellers' Representative") is hereby appointed by each of this Agreementthe Sellers, Optionholders and Sponsor Holdings Owners (the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation "Represented Parties") as the Sellers’ Representative representative of all Sellers, the Represented Parties and as the attorney-in-fact and agent for and on behalf of each such SellerRepresented Party for purposes of this Agreement, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions Escrow Agreement and the making Option Escrow Agreement (including entry into the Escrow Agreement and the Option Escrow Agreement) with full power and authority on such Represented Parties' behalf (a) to enter into the Transaction Documents to which it is a party, (b) to consummate the transactions contemplated herein, (c) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (d) to disburse any decisions required funds received hereunder to each such Represented Party, (e) to execute and deliver on behalf of such Represented Parties any amendment or permitted waiver hereto, (f) to take all other actions to be taken by it or by a Seller under on behalf of such Represented Parties in connection herewith, (g) to negotiate, settle, compromise and otherwise handle any claims for indemnification or made pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputeshereof, and (ivh) take to do each and every act and exercise any and all actions necessary in rights which each such Represented Party is, or the judgment of the Represented Parties collectively are, permitted or required to do or exercise under this Agreement. Sellers’ ' Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power hereby agrees to act on behalf of the Sellers with respect Represented Parties, and accepts the appointment by each such Seller to this Agreement and the other Transaction Documents and the dispositionact on its behalf, settlement as provided herein, as it may deem necessary or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative appropriate in connection with this Agreement or to consummate the transactions contemplated hereby or thereby. A decision, act, consent or instruction of Sellers' Representative hereunder shall constitute a decision, act, consent or instruction of all Sellers and shall be final, binding and conclusive upon each Represented Party, and the other Transaction Documents to which the Sellers are a party, and Sellers Escrow Agent and Buyer may rely upon any such decision, act, consent or instruction of Sellers' Representative as being the decision, act, consent or instruction of each and every Represented Party and the Escrow Agent, Buyer and the Company shall only be required relieved from any liability to acknowledge any Person for any acts done by them in accordance with such decision, act, consent or act upon written communication signed by the instruction of Sellers’ ' Representative. Each Seller agrees that heThe appointment of Sellers' Representative shall be coupled with an interest and shall be irrevocable by any Represented Party in any manner or for any reason. Sellers' Representative shall promptly notify Buyer in the event of its replacement by another Sellers' Representative. For the avoidance of doubt, she Sellers' Representative shall act as attorney-in-fact and agent for any Represented Party or it has notRepresented Parties for the purposes Section 12.03 and Section 12.04, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against whether such Represented Party is the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement Indemnified Party or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONIndemnifying Party.

Sellers’ Representative. (a) By execution virtue of the adoption of this Agreement, by the Company’s stockholders, and without further action of any Seller, each Seller shall be deemed to have irrevocably constituted and appointed (i) Project Xxxx Xxxxx, LLC (and by execution of this Agreement such Person hereby accepts such appointment) to act as the Sellers hereby irrevocably Representative under this Agreement in accordance with the terms of this Section 8.18 and unconditionally appoint Nephron Pharmaceuticals Corporation the Escrow Agreement and (ii) the Sellers Representative as the Sellers’ Representative of all Sellers, as the agent and attorney-in-fact for and on behalf of the Sellers (in their capacity as such), with full power of substitution, to act in the name, place and stead of each such SellerSeller with respect to this Agreement, the Paying Agent Agreement and irrevocably agree that the Escrow Agreement and to facilitate the consummation of the transactions contemplated hereby, including the taking by the Sellers’ Sellers Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller the Sellers Representative under this Agreement or any Transaction Documents to which Agreement, the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Paying Agent Agreement and the Transaction Documents. The Sellers’ Representative has authority Escrow Agreement and power to act accept on behalf of each Seller service of process and any notices required to be served on the Sellers. All such actions shall be deemed to be facts ascertainable outside the Agreement and shall be binding on the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling as a matter of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentscontract Law. The power of attorney granted in this Section 8.18 is coupled with an interest and is irrevocable, may be delegated by the Sellers irrevocably agree to be bound Representative and shall survive the death or incapacity of each Seller. In the event of the resignation, death or disability of the Sellers Representative, the Sellers may appoint a replacement Sellers Representative by all a vote of the majority of the Shares, and any such actions taken successor shall succeed the Sellers Representative as Sellers Representative hereunder. For the avoidance of doubt, any compromise or settlement of any matter by the Sellers’ Sellers Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyhereunder shall be binding on, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that hefully enforceable against, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONNo bond shall be required of the Sellers Representative, and the Sellers Representative shall receive no compensation for its services.

Sellers’ Representative. (a) Sellers Representative is hereby designated by each of the Sellers to serve as the Sellers Representative with respect to the matters set forth in this Agreement and the Equity Commitment Letter to be performed by the Sellers Representative. By execution the approval of this Agreement, each Seller hereby irrevocably constitutes and appoints the Sellers Representative as the representative, agent, proxy, and attorney in fact for such Seller for all purposes set forth in this Agreement and the Equity Commitment Letter, including the full power and authority on such Seller's behalf to (i) interpret the terms and provisions of this Agreement, the Sellers hereby irrevocably Ancillary Agreements and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative Equity Commitment Letter, (ii) execute and deliver and receive deliveries of all Sellersagreements, as the attorney-in-fact for certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement, the Ancillary Agreements and the Equity Commitment Letter, (iii) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsEquity Commitment Letter, (iiiv) exclusively agree to, negotiate, enter into settlements and compromises of, assume the defense of claims and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Sellers Representative for the accomplishment of the other termsforegoing, conditions (v) give and limitations receive notices and communications, (vi) make any determinations and settle any matters in connection with the adjustments to the Initial Purchase Price and the Post-Closing Adjustment pursuant to Section 2.3, (vii) pay costs and expenses incurred in connection with the negotiation and performance of this Agreement (whether incurred on or after the date hereof), including by using funds in the Reserve Amount, (viii) pay, on the Sellers' behalf, all costs, expenses and amounts for which Sellers are responsible under this Agreement, including by using funds from the Transaction Documents. The Sellers’ Reserve Amount (ix) dispute or refrain from disputing, on behalf of such Seller, any amounts to be received by any Sellers under this Agreement or any Ancillary Agreements, any matters under the Equity Commitment Letter or any claim made by the Buyer under this Agreement or any Ancillary Agreements, (x) negotiate and compromise, on behalf of such Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, any Ancillary Agreements or the Equity Commitment Letter, (xi) engage attorneys, accountants, agents or consultants on behalf of Sellers in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto, (xii) administer, receive, pay out, deduct, hold back and/or redirect any funds, including the Reserve Amount, that may be payable to any Seller pursuant to the terms of this Agreement or any Ancillary Agreement for any costs, fees, expenses and other liabilities incurred by the Sellers Representative, acting in such capacity, in connection with this Agreement, the Ancillary Agreements or the Equity Commitment Letter, (xiii) to retain the Reserve Amount and pay any expenses of the Company, the Sellers or the Sellers Representative has authority therefrom, and power to act (xiv) take all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ RepresentativeEquity Commitment Letter. Each Seller agrees that hesuch agency and proxy and the authority granted to Sellers Representative (i) are coupled with an interest, she are therefore irrevocable without the consent of the Sellers Representative and shall survive the death, incapacity, bankruptcy, dissolution or it has notliquidation of such Seller and (ii) shall survive Closing. All decisions and actions by the Sellers Representative (to the extent authorized by this Agreement) shall be binding upon all of the Sellers, and will notno Seller shall have the right to object, threaten dissent, protest or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against otherwise contest the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONsame.

Sellers’ Representative. By execution of this AgreementEach Seller hereby irrevocably ---- ----------------------- appoints Xxxxxxxx X. XxXxxxxx as Sellers' Representative (or his designee, the Sellers hereby irrevocably "Sellers' Representative"), and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ ' Representative of all hereby accepts ----------------------- such appointment and agrees to act as such Sellers' Representative, as the attorney-in-fact for who shall, in such capacity, have full power and authority to make, on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative , all decisions relating to the defense or settlement of any and all actions and the making of claims for which any decisions required or permitted Buyer Indemnitee may claim to be taken by it entitled to indemnity or by a Seller under this Agreement or any Transaction Documents payment pursuant to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power otherwise to act on behalf of the Sellers in all respects with respect to this Agreement Agreement. All decisions and actions by the other Transaction Documents Sellers' Representative shall be binding upon all of the Sellers, and no Seller shall have the dispositionright to object to, settlement dissent from, protest or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and otherwise contest the other Transaction Documentssame. The Sellers irrevocably agree Buyer shall not have the right to be bound by all and object to, protest or otherwise contest any such actions matter related to the procedures for action being taken by the Sellers’ Representative ' Representative. By the execution of this Agreement by or on behalf of such Seller, each Seller shall be deemed to have agreed that (i) the provisions of this Section 12.5 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 12.5 would be inadequate, (iii) the provisions of this Section 12.5 shall be binding upon the successors and assigns of each Seller and (iv) any references in this Agreement and the other Transaction Documents to which a Seller or the Sellers are a partyshall mean and include the successors to the Seller's rights hereunder. In addition, and Sellers and Buyer by the execution of this Agreement by or on behalf of such Seller, each Seller shall only be required deemed to acknowledge have waived any claims they may have or act upon written communication signed assert, including those that may arise in the future, against the Sellers' Representative for any action or inaction taken or not taken by the Sellers’ Representative' Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand In consideration for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against serving as the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against ' Representative, the Sellers’ Representative, ' Representative shall be released by each Seller from any liability for any action or inaction taken or not taken by such Seller agrees Sellers' Representative except to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending the extent that such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice or inaction shall have been held by a court of competent jurisdiction to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONconstitute willful misconduct.

Sellers’ Representative. By execution of (a) Each Seller by executing this Agreement, the Sellers Agreement hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxx Xxxxxxx as the Sellers’ Representative (the “Sellers’ Representative”), with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the transactions contemplated hereby. Each Seller hereby appoints the Sellers, as ’ Representative (a) the agent and true and lawful attorney-in-fact of such Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the transactions contemplated hereby, and (b) the agent for service of process for such Seller, and such Seller hereby irrevocably agree that consents to the taking service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Sellers’ Representative. Without limiting the generality of the foregoing, the power of the Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of any and all actions this Agreement and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to transactions contemplated hereby, which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of power shall include the power to (i) receive from Buyer waive any and disburse to Sellers any payments constituting any part all conditions of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsthis Agreement, (ii) agree toamend, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to modify or supplement this Agreement in any indemnification claims or disputesrespect, (iii) resolve defend, negotiate or settle any indemnification claims or disputesactions for indemnity pursuant to Article 10, and (iv) retain legal counsel or accountants and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel or accountants, (v) receive notices or other communications, (vi) deliver any notices, certificates or other documents required hereunder, (vii) take all actions necessary in the judgment of such other action and to do all such other things as the Sellers’ Representative for the accomplishment of the other termsdeems necessary, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers appropriate, desirable or advisable with respect to this Agreement and the other Transaction Documents transactions contemplated hereby and (ix) perform its obligations as set forth in, and in accordance with, this Agreement. Each Seller agrees that Purchaser and its Affiliates shall have the disposition, settlement absolute right and authority to rely upon the acts taken or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree omitted to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which on behalf of the Sellers are a partyand shall have no liability with respect thereto, and Sellers none of Purchaser or any of its Affiliates shall have any duty to inquire as to the acts and Buyer shall only be required to acknowledge or act upon written communication signed by omissions of the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join Purchaser shall not have any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint liability with respect to any foreign, federal, state aspect of the distribution or local agency, court or other tribunal, to assert any claim against communication of such deliveries between the Sellers’ Representative and any Seller; and any disclosure made to the Sellers’ Representative by or on behalf of Purchaser shall be deemed to be a disclosure made to each Seller. Each Seller that makes a claim against Purchaser alleging the lack of authority of the Sellers’ Representative shall indemnify Purchaser and its advisors Affiliates for acting in such capacity with respect to this Agreement any damages suffered, including reasonable attorneys’ fees and other costs, as a result of Purchasers’ good faith reliance on the acts or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against omissions of the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution The Selling Parties hereby appoint Xx. Xxxxx (the “Sellers’ Representative”) as attorney-in-fact, authorizing it to act on their behalf to supervise the Closing, to execute and deliver any instruments of transfer or other documents required of Selling Parties and receive documents required of Buyer at the Closing, to give and receive notices for the Selling Parties pursuant to Section 8.2 above, to receive and distribute the Purchase Price payable hereunder, to take any other action required or permitted by this Agreement, the Sellers and to administer all other matters related to this Agreement, as contemplated by this Agreement. The Selling Parties hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation confirm all actions that Sellers’ Representative shall do or cause to be done by virtue of its appointment as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Selling Parties. Sellers’ Representative shall act for the Selling Parties on all of the matters set forth in this Agreement in the manner Sellers’ Representative believes to be in the best interest of the Selling Parties and consistent with the obligations under this Agreement, but Sellers’ Representative shall not be responsible to the Selling Parties for any Losses the Selling Parties may suffer by the performance of its duties under this Agreement, other than Losses arising from the willful misconduct or gross negligence in the performance of its duties under this Agreement. The Selling Parties agree jointly and severally to indemnify, defend and hold harmless Sellers’ Representative and its officers, directors, members, employees and representatives from and against any and all actions and the making Losses that may be incurred by any of any decisions required them arising out of or permitted to be taken by it or by a Seller in connection with its appointment as Sellers’ Representative under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive except such as may result from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for willful misconduct or gross negligence in the accomplishment performance of its duties under this Agreement), including the other terms, conditions and limitations legal costs of defending itself against any claim or Liability in connection with its performance under this Agreement and the Transaction Documents. The Sellers’ Representative has authority all other documents and power to act on behalf of the Sellers with respect to this Agreement agreements executed and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound delivered by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ RepresentativeAgreement. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify each Selling Party and Buyer expressly acknowledge that Sellers’ Representative and advisers shall have no authority or responsibility to act on behalf of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all lossesany Selling Party in connection with any claim, liabilitiesaction or proceeding initiated against such Selling Party pursuant to a breach by such Selling Party of such Selling Party’s individual representations, reasonable costs warranties or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONcovenants hereunder.

Sellers’ Representative. By execution of this Agreement, Each Seller hereby irrevocably constitutes and appoints the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Representative as the Sellers’ Representative of all Sellers, as the such Seller’s attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of agent to do any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from things and to execute any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement documents or other handling of all indemnification claimspapers, rights or obligations arising from in such Seller’s name, place and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and stead, in any way which such actions taken by the Sellers’ Representative Seller could do if personally present, in connection with this Agreement and the other Transaction Documents to which the Sellers are a partytransactions contemplated hereby, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includesincluding, without limitation, to make any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunalall decisions, to assert give any claim against and all notices and instructions, to execute and deliver any and all instruments and to do any and all other things which the Sellers’ Transaction Documents require or permit either such Seller or the Sellers Representative to do, to amend, cancel or extend, or waive the terms of, this 42 Agreement or any of the Transaction Documents or any other document or instrument, and take any and all other actions which, in the good faith judgment of the Sellers Representative, may be necessary or desirable to consummate the transactions contemplated hereby or thereby in any manner in which and to the same extent that such Seller could do any of the foregoing and all such decisions, notices, instruments, things and actions shall be conclusive and binding on such Seller and its advisors for acting in successors, assigns and legal representatives whether or not such capacity with respect Seller receives notice thereof or consents thereto. Each of the other parties to this Agreement and all other Persons shall be entitled to rely, as being binding upon such Seller, upon any document or other paper believed by it to be genuine and to have been signed by the Sellers Representative of such Seller, and shall not be liable to such Seller for any action taken or omitted to be taken by it in such reliance. This power of attorney is coupled with an interest and, to the fullest extent permitted by applicable law, shall not be affected by the subsequent dissolution or other Transaction Documents. If inability to act of any Seller commences or joins any such prohibited legal action against granting the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionsame. The Sellers’ Representative may resign at any time upon 30 days written notice to power of attorney granted under this section 6.12 shall continue in full force until all rights and obligations of the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONSellers under this Agreement shall have terminated, expired or been fully performed.

Sellers’ Representative. (a) By virtue of the execution of this Agreement and receiving the consideration payable hereunder, each Seller hereby irrevocably agrees, constitutes and appoints the Sellers’ Representative (and by the execution of this Agreement as Sellers’ representatives as of the date hereof, the Sellers’ Representative xxxxxx accepts its appointment) as the true, exclusive and lawful agent and attorney-in-fact of each of the Sellers, (i) to act as a Seller’s Representative under this Agreement and each of the instruments and agreements contemplated hereby to which it is party and to have the right, power and authority to perform all actions (or refrain from taking any actions) the Sellers’ Representative shall deem necessary, appropriate or advisable in connection with, or related to, this Agreement and such instruments and agreements contemplated hereby; (ii) to act in the name, place and stead of each Seller (A) in connection with the transactions contemplated hereunder, in accordance with the terms and provisions of this Agreement and all instruments and agreements contemplated hereby, and (B) in any proceeding involving this Agreement and/or instrument and agreement contemplated hereby; (iii) to do or refrain from doing all such further acts and things, and to execute all such documents as the Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated hereunder; (iv) to receive all notices or other documents given or to be given to the Sellers by or on behalf of Purchaser pursuant to this Agreement and all instruments and agreements contemplated hereby; (v) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding, claim or dispute under this Agreement and all instruments and agreements contemplated hereby on behalf of the Sellers, including with respect to any indemnification matters; (vi) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated hereunder; (vii) receive service of process on behalf of any Seller in connection with any claims under this Agreement; (viii) agree, after having obtained the agreement of IDInvest (which shall not be unreasonably withheld or delayed), to any modification, supplement or amendment of, or waiver under, this Agreement and all instruments and agreements contemplated hereby and execute and deliver an agreement of such modification, supplement, amendment or waiver; (ix) agree to the release of any amount from the Escrow Amount; and (x) take all such other actions as the Sellers’ Representative may deem necessary, appropriate or advisable to carry out the intents and purposes of this Section 9.8. This power of attorney is coupled with an interest and is irrevocable. All actions, decisions and instructions of the Sellers’ Representative shall be conclusive and binding upon all of the Sellers. Each of the Sellers acknowledges and agrees that upon execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking upon any delivery by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectswaiver, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsamendment, (ii) agree toagreement, negotiateopinion, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement certificate or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound document executed by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees shall be bound by such documents as fully as if such Seller had executed and delivered such documents. The provisions of this Section 9.8(a) shall apply, mutatis mutandis, to promptly indemnify Sellers’ Representative and advisers any action that the Company performs on behalf of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenseswith respect to the Sellers pursuant to the terms hereof, including without limitation all reasonable feesthe control, disbursements defense and other charges settlement of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONThird Party Claim.

Sellers’ Representative. By execution (a) Each Seller, on behalf of this Agreementsuch Seller and such Seller’s successors, heirs and permitted assigns, hereby appoints Falfurrias Capital Partners, LP (the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the “Sellers’ Representative of all Sellers, Representative”) as the such Seller’s agent and attorney-in-fact fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority (i) to perform the Transactions to be performed by the Sellers under this Agreement and the Escrow Agreement, (ii) to disburse any funds received hereunder to the Sellers and to hold back reserves from such disbursements in the Sellers’ Representative’s sole discretion, (iii) to execute and deliver on behalf of each such SellerSeller any amendment or waiver under this Agreement and to agree to resolution of all claims hereunder, (iv) to retain legal counsel and irrevocably agree that other professional services, at the taking expense of the Sellers, in connection with the performance by the Sellers’ Representative of any this Agreement and (v) to do each and every act (including the execution and delivery of the certificates required by Section 7.1) and exercise all rights that such Seller is permitted or required to do or exercise under this Agreement and the Escrow Agreement. If the Sellers’ Representative resigns or is otherwise unable or unwilling to serve in such capacity, the Sellers that hold or held a majority of all of the Shares sold or to be sold hereunder will appoint a new Person to serve as the Sellers’ Representative and will provide prompt written notice thereof to the Buyer and such appointment shall be final and binding upon each Seller. Until such notice is received, the Buyer shall be entitled to rely on the actions and statements of the making of previous Sellers’ Representative. The power and authority granted hereunder will be exclusive and no Seller shall be entitled to exercise any decisions required or permitted to be taken by it or by a Seller right under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Escrow Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by except through the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxxx Xxxxxx as the Sellers’ Representative of all Sellers, as the and attorney-in-fact for and as TGS Escrow Agent to act on behalf of each such Seller, Seller with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of make any decisions required or permitted to be taken by it Sellers individually or by a Seller under Sellers’ Representative pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from communications in connection with this Agreement and the transactions contemplated hereby, to take all actions on behalf of Sellers pursuant to this Agreement, and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing. More specifically, conditions the Sellers’ Representative shall have the authority to make all decisions and limitations of determinations and to take all actions (including agreeing to any amendments to this Agreement or any Transaction Document to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Acquired Company’s Organizational Documents) to be given to any Seller hereunder or pursuant to any Transaction DocumentsDocument shall be deemed so given if given to the Sellers’ Representative. Without limiting the generality of the foregoing, the Sellers’ Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. The Sellers’ Representative has authority and power shall be authorized to act take all actions on behalf of the Sellers in connection with respect to any claims made under Article VIII of this Agreement and the other Transaction Documents and the dispositionany TGS Claims, settlement to defend or other handling of all indemnification settle such claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any make payments in respect of such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers claims on behalf of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the designate Sellers’ Representative of to execute any and all Sellers, as the attorney-in-fact for and instruments or other documents on behalf of each such Seller, Sellers and irrevocably agree that the taking by the to do any and all other acts or things on behalf of Sellers which Sellers’ Representative of any and all actions and the making of any decisions deems necessary or advisable, or which may be required or permitted pursuant to be taken by it or by a Seller under this Agreement or any Transaction Documents to which otherwise, in connection with the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise consummation of the power to (i) receive from Buyer transactions contemplated hereby and disburse to Sellers any payments constituting any part the performance of all obligations hereunder before, at or following the Closing. Without limiting the generality of the Purchase Price foregoing, Sellers’ Representative shall have the full and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, exclusive authority to: (iia) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts Buyer with respect to any indemnification claims matter or disputes, (iii) resolve any indemnification claims thing required or disputes, and (iv) take all actions deemed necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with the provisions of this Agreement calling for the agreement of Sellers, give and the other Transaction Documents receive notices on behalf of all Sellers, and act on behalf of Sellers in connection with any matter as to which the Sellers are a party, and Sellers and Buyer shall only or may be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to obligated under this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Escrow Agreement, all in the absolute discretion of Sellers’ Representative; (b) in general, such Seller agrees do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers’ Representative to promptly indemnify be necessary or advisable in connection with, this Agreement; and (c) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to ARTICLE VII and performance of obligations under ARTICLE I, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification claims made hereunder. Sellers shall cooperate with Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTany accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred All decisions by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against shall be binding upon all Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers’ Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers’ Representative has a duty to serve in such actiongood faith the interests of Sellers and to perform its designated role under this Agreement, but Sellers’ Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. The Sellers shall indemnify and hold harmless Sellers’ Representative against any loss, expense (including reasonable attorney’s fees) or other liability arising out of its service as Sellers’ Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONby notifying Buyer and Sellers in writing.

Sellers’ Representative. By execution (a) Each Equity Holder hereby designates Logistics Holding as the “Sellers’ Representative” to execute any and all instruments or other documents on behalf of such Equity Holder, and to do any and all other acts or things on behalf of such Equity Holder, which the Sellers’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Sellers Escrow Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby irrevocably or thereby and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative performance of all Sellersobligations hereunder or thereunder at or following the Closing, as the attorney-in-fact for and on behalf of each such Sellerincluding, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsbut not limited to, including without limitation the exercise of the power to to: (i) receive from Buyer and disburse to Sellers any payments constituting any part execute the Escrow Agreement on behalf of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentseach Equity Holder, (ii) act for each Equity Holder with respect to any Purchase Price Adjustment, (iii) give and receive notices and communications to or from Buyer and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Equity Holders individually), (iv) authorize the release or delivery to Buyer of all or a portion of the Escrow Amount or Holdback Amount in satisfaction of indemnification claims by Buyer or any other Buyer Indemnified Party pursuant to Article X (including by not objecting to such claims), (v) agree to, object to, negotiate, resolve, enter into settlements and compromises of of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to any to, (A) indemnification claims by Buyer or disputesany other Buyer Indemnified Party pursuant to Article X or (B) any dispute between any Buyer Indemnified Party and any such Equity Holder, (iii) resolve any indemnification claims in each case relating to this Agreement or disputesthe Escrow Agreement, and (ivvi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Sellers’ Representative has shall have authority and power to act on behalf of the Sellers each Equity Holder with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, claims under this Agreement and the Escrow Agreement and all rights or obligations arising from and taken pursuant to under this Agreement and the other Transaction DocumentsEscrow Agreement. The Sellers irrevocably agree to Equity Holders shall be bound by all and any such actions taken and documents executed by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partyEscrow Agreement, and Sellers Buyer and other Buyer Indemnified Parties shall only be required entitled to acknowledge rely on any action or act upon written communication signed by decision of the Sellers’ Representative. Each Seller agrees that he, she The Sellers’ Representative shall receive no compensation for its services. Notices or it has not, and will not, threaten communications to or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against from the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written shall constitute notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONor from each Equity Holder.

Sellers’ Representative. By execution The Selling Parties hereby appoint VAM (the “Sellers’ Representative”) as attorney-in-fact, authorizing it to act on their behalf to supervise the Closing, to execute and deliver any instruments of transfer or other documents required of Selling Parties and receive documents required of Buyer at the Closing, to give and receive notices for the Selling Parties pursuant to Section 8.2 above, to receive and distribute the Purchase Price payable hereunder, to take any other action required or permitted by this Agreement (other than with respect to actions required or permitted under Section 2.6, except as provided therein), and to administer all other matters related to this Agreement, as contemplated by this Agreement. The Selling Parties hereby confirm all actions that the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Sellers’ Representative shall do or cause to be done by virtue of its appointment as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction DocumentsSelling Parties. The Sellers’ Representative has authority and power to shall act for the Selling Parties on behalf all of the Sellers matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of the Selling Parties and consistent with respect the obligations under this Agreement, but the Sellers’ Representative shall not be responsible to the Selling Parties for any Losses the Selling Parties may suffer by the performance of its duties under this Agreement, other than Losses arising from the willful misconduct or gross negligence in the performance of its duties under this Agreement. The Selling Parties agree jointly and severally to indemnify, defend and hold harmless the Sellers’ Representative and its officers, directors, members, employees and representatives from and against any and all Losses that may be incurred by any of them arising out of or in connection with its appointment as Sellers’ Representative under this Agreement (except such as may result from the Sellers’ Representative’s willful misconduct or gross negligence in the performance of its duties under this Agreement), including the legal costs of defending itself against any claim or Liability in connection with its performance under this Agreement and the all other Transaction Documents documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from agreements executed and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken delivered by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Agreement. The Sellers’ Representative. Each Seller agrees , each Selling Party and Buyer expressly acknowledge that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative shall have no authority or its advisors for acting responsibility to act on behalf of any Selling Party in connection with any claim, action or proceeding initiated against such capacity with respect Selling Party pursuant to this Agreement a breach by such Selling Party of such Selling Party’s individual representations, warranties or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONcovenants hereunder.

Sellers’ Representative. By execution (a) Each Seller, on behalf of this Agreementitself and its successors and assigns, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxxxxx Xxxxx as the Sellers’ Representative of all Sellersits agent, as the proxy, attorney-in-fact for and representative under this Agreement (in such capacity, the “Sellers’ Representative”) and authorizes and directs the Sellers’ Representative to take any and all actions in the name and on behalf of each such SellerSeller as may be necessary or appropriate to exercise or perform the rights, powers and irrevocably agree that the taking by the Sellers’ Representative obligations of any and all actions and the making of any decisions required or permitted to be taken by it or by a such Seller under this Agreement or any Transaction Documents other Ancillary Document and to which consummate the Sellers are a party are transactions contemplated hereby authorized or thereby, with full power of substitution to act in the name, place and approved in all respectsstead of such Seller, including without limitation the exercise of the exercising such rights, power and authority, as are authorized, delegated and granted to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for on behalf of Sellers pursuant to this Agreement (including the accomplishment of right to receive notices and other documentation pursuant to the other terms, conditions and limitations terms of this Agreement on behalf of Sellers). By its execution hereof, each Seller hereby authorizes, delegates and grants to the Transaction Documents. The Sellers’ Representative has authority to take all actions that this Agreement and power any Ancillary Document provide are to act be taken by such Seller. All decisions and actions by the Sellers’ Representative, including any agreement between the Sellers’ Representative and Buyer relating to the defense or settlement of any Claims for which a Seller may be required to indemnify under this Agreement shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same, and Xxxxx is entitled to rely upon the same in all respects and shall have no liability to any individual Seller for any action taken by the Seller’s Representative on behalf of the Sellers in accordance with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsSection. The Sellers irrevocably agree to be bound by all provisions of this Section are irrevocable and any such actions taken by the Sellers’ Representative in connection coupled with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representativean interest. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.60

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably Each Seller constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Dxxxx Xxxxxx as the Sellers’ Representative of all Sellers, as the his true and lawful attorney-in-fact to act for and on behalf of each such SellerSeller in all matters relating to or arising out of this Agreement, including specifically, but without limitation, receiving all demands and irrevocably agree that the notices on or with respect to Sellers under this Agreement, taking any action or refraining from taking any action as he may deem appropriate and executing and delivering all instruments and documents of every kind incident to or otherwise relating to this Agreement, such Seller agreeing to be fully bound by the Sellers’ acts, decisions and agreements of Sellers Representative taken and done pursuant to the authority granted by this Agreement and Sellers hereby confirm all that Sellers Representative shall do or cause to be done by virtue of his appointment as Seller Representative of Sellers. Each Seller hereby agrees to indemnify and to save and hold harmless Sellers Representative from any and all actions and the making Liability incurred by Sellers Representative based upon or arising out of any decisions required act, whether of omission or permitted commission, of Sellers Representative pursuant to the authority granted by this Agreement, other than acts, whether of omission or commission, of Sellers Representative that constitute gross negligence or willful misconduct in the exercise by Sellers Representative of the authority granted by this Agreement. Sellers Representative, or any successor hereafter appointed, may resign and shall be taken by it or by a Seller discharged of his duties under this Agreement upon the appointment of a successor Sellers Representative, as provided in this Section 13.9. In case of such resignation, or in the event of the death or inability to act of Sellers Representative, a successor shall be named from among Sellers by a majority of Sellers. Each such successor Sellers Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Sellers Representative, and the term “Sellers Representative” as used in this Agreement shall be deemed to include such successor Sellers Representative. The appointment of Sellers Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyer and any Transaction Documents to which the other Person may conclusively and absolutely rely, without inquiry, upon any action of Sellers are a party are hereby authorized and approved Representative in all respects, including without limitation the exercise of the power matters referred to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated in this Agreement. All notices required to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect or delivered by Buyer to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Sellers shall be made to Sellers Representative for the accomplishment benefit of the other terms, conditions Sellers and limitations shall discharge in full all notice requirements of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power Buyer to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representativethereto. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ (a) Sellers Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative shall be adequately compensated for all lossesservices performed after the closing on a reasonable basis considering said Seller Representative’s professional education and experience, liabilities(b) that each Seller shall pay its proportionate share of the compensation to Sellers Representative approved by a majority of the Sellers and (c) none of Buyer, reasonable costs its Affiliates or expenses, including without limitation all reasonable fees, disbursements and other charges any of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as the Subject Companies shall have any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONresponsibility therefor.

Sellers’ Representative. By execution Each of this Agreement, the Sellers hereby irrevocably makes, constitutes, and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, authorizes and irrevocably agree that the taking by empowers the Sellers’ Representative of any to receive all demands and all actions and the making of any decisions required notices on or permitted with respect to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized hereunder as such Seller’s true and approved lawful attorney- in-fact and agent, and for such Seller and in all respectssuch Seller’s name, including without limitation the exercise of the power to (i) receive from Buyer and disburse all demands, notices, or other communications directed to Sellers any payments constituting any part of the Purchase Price and receive and disburse from such Seller under this Agreement and to take any Party action (or to determine to refrain from taking any Third Party which action) with respect thereto as he may be contemplated to be made under deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the Transaction Documents, settlement or compromise of any dispute or controversy) and (ii) agree toexecute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, negotiateany demands, enter into settlements and compromises of and comply with orders of courts with respect notices or other communications directed to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect hereunder shall be deemed effective if given to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that heUpon the death, she resignation or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such Seller agrees to promptly indemnify death, resignation or incapacity. The resignation of any Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by shall not be effective until a successor Sellers’ Representative and/or its advisers has been appointed, and has accepted such appointment in defending such action as well as any monetary judgment obtained against accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in such action. The Sellers’ Representative may resign at any time manner permitted in this Section 12.1 shall be final and binding upon 30 days all of the Sellers and written notice of such selection and appointment shall be promptly provided to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONBuyer.

Sellers’ Representative. By (a) The Sellers’ Representative, on the terms hereafter set out, shall act for the Sellers with respect to the calculation of the Purchase Price, with respect to the execution of all agreements and documents (including the Escrow Agreement and the Exchange Fund Agreement) and the making of all deliveries required to be made by the Sellers hereunder, with respect to the waiver of any condition under, and the decision to terminate this Agreement pursuant to, Sections 11 or 14, with respect to claims for indemnification made under Section 13 by the Buyer Indemnified Parties, with respect to claims by the Sellers against the Buyer made under Section 13, with respect to amendments to this Agreement, provided that such amendment shall not adversely affect the rights of any particular Seller or increase the liability or potential liability of any particular Seller in a manner which is not consistent with the manner in which the rights, liabilities or potential liabilities of the other Sellers are to be affected, with respect to amendments to the Schedules as contemplated by Section 15.8 and with respect to any other decision or consent to be made by the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as hereunder, provided however that (i) the Sellers’ Representative shall not act for a particular Seller in respect of all Sellers, as the attorney-in-fact any matter relating to a claim for and on behalf of each such Sellerindemnification specific to a particular Seller only, and irrevocably agree that (ii) if the taking Management Representative has specific authority under Section 15.23 to act for the Management Sellers then the Sellers’ Representative shall have no authority to act for the Management Sellers in connection with such matter. For greater certainty, the assumption by the Sellers’ Representative of the responsibilities set out in this Section 15.22 does not make any Seller liable for more than their respective Pro Rata Liability Share of any claim by the Buyer Indemnified Parties. In each such case in this Agreement, the Buyer shall be entitled to direct all communications through, and rely on decisions made by, the Sellers’ Representative. With respect to all such matters, the Sellers’ Representative may (i) take any and all actions (including without limitation executing and delivering any documents), incurring any costs and expenses for the making account of the Sellers and make any decisions and all determinations which may be required or permitted to be taken by it or by a Seller the Sellers under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including without limitation the exercise in connection with Sections 11 or 14 of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documentsthis Agreement, (ii) agree toexercise such other rights, negotiatepower and authority as are authorized, enter into settlements delegated and compromises of and comply with orders of courts with respect granted to any indemnification claims or disputesthe Sellers’ Representative under this Agreement, (iii) resolve dispute or refrain from disputing any indemnification claims claim made by the Buyer Indemnified Parties under this Agreement, (iv) negotiate and compromise any dispute that may arise under and exercise or disputesrefrain from exercising any remedies available under this Agreement, (v) execute any settlement agreement, release or other document with respect to such dispute or remedy, and (ivvi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other termsexercise such rights, conditions power and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers as are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice incidental to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONforegoing.

Sellers’ Representative. By execution of this Agreement, the Sellers The Selling Stockholders hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Xxxxxx Xxxxxx as the sellers’ representative (the “Sellers’ Representative of all Sellers, Representative”) as the their agent and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in on their behalf as contemplated by this Agreement, the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Escrow Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionNew Escrow Agreement, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includesincluding, without limitation, to receive any demand and all payments to be made by Purchaser hereunder. The Purchaser shall be entitled to rely for arbitration proceedings and any complaint all purposes on Xxxxxx Xxxxxx’x authority to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against act as the Sellers’ Representative, such Seller agrees to as herein contemplated. In the event of the death or resignation of the Sellers’ Representative, the Selling Stockholders (or their heirs, executors or successors, as the case may be) shall promptly indemnify irrevocably appoint a successor Sellers’ Representative and advisers give the Purchaser written notice of such appointment within one business day following such death or resignation. Until such time as the Purchaser is notified of the appointment of such successor Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative Representative, Xxxxxx Xxxxxx shall act in that capacity on behalf of the Selling Stockholders and the Purchaser shall be entitled to rely for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by purposes on Xxxxxx Xxxxxx’x authority to act as the Sellers’ Representative and/or its advisers Representative, as herein contemplated. In the event Xxxxxx Xxxxxx shall be unable to act as the Sellers’ Representative, Xxxxxx Xxxxxx shall act in defending such action that capacity on behalf of Selling Stockholders and the Purchaser shall be entitled to rely for all purposes on Xxxxxx Xxxxxx’x authority to act as well the Stockholders Representative, as herein contemplated. Notwithstanding anything to the contrary herein, any monetary judgment obtained against notices to be delivered to, or by, any Selling Stockholder, any payments to be made to, or by, any Selling Stockholder and any other instruments or documents to be executed or delivered to, or by, any Selling Stockholder may be delivered or made to, or by, the Sellers’ Representative in on behalf of any such actionSelling Stockholder. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.ARTICLE NINE

Sellers’ Representative. By execution of this Agreement(a) From and after the Closing Date, Xxxxxxxx (the “Sellers’ Representative”), or such Person who may be appointed by the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation in a written notice delivered to the Purchaser to replace Xxxxxxxx, shall act as the Sellers’ Representative representative of all the Sellers, as the attorney-in-fact for and shall be authorized to act on behalf of each such Seller, the Sellers and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of any decisions required or permitted to be taken by it the Sellers or by a Seller the Sellers’ Representative under this Agreement or any Transaction Documents to which and the Sellers are a party are hereby authorized and approved in all respectsAncillary Agreements, including without limitation any actions with respect to (i) any adjustments to the Purchase Price as contemplated by Sections 2.03 and 2.04, (ii) claims for indemnification pursuant to Articles VIII or IX of this Agreement, and (iii) any actions to be taken by the Sellers’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the exercise of the power to (iA) receive from Buyer and disburse to Sellers authorize or dispute the basis for the delivery of all or any payments constituting any part portion of the Purchase Price and receive and disburse from and Escrow Cash or Change of Control Escrow Cash (if applicable) to any Party or any Third Party which may be contemplated to be made the Purchaser in satisfaction of the obligations of the Sellers under the Transaction Documentsthis Agreement, (iiB) agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts with respect to any indemnification claims or disputesfor indemnification, (iiiC) resolve any indemnification claims or disputesengage counsel and/or other professionals to provide assistance in connection with the performance of the Sellers’ Representative’s functions as the Sellers’ Representative (which engagement may include representative of the Sellers individually), including the right to expend such sums as the Sellers’ Representative shall deem reasonable in exchange for services provided, and (ivD) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment to accomplish any of the other terms, conditions and limitations foregoing tasks). The execution of this Agreement and by the Transaction Documents. The Sellers shall constitute approval of the appointment of the Sellers’ Representative has authority and power to act on behalf all actions of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken such Sellers’ Representative pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by Ancillary Agreements, including authorizing the Sellers’ Representative in connection with to enter into the Escrow Agreement on behalf of the Sellers. In all matters relating to Articles VIII and IX, the Sellers’ Representative shall be the only party entitled to assert the rights of the Sellers, and the Sellers’ Representative shall have the authority to exercise any rights of the Sellers and to perform any of the obligations of the Sellers under this Agreement and the other Transaction Documents Ancillary Agreements. The Purchaser and any Purchaser Indemnified Party shall be entitled to which the Sellers are a partyrely on all statements, representations and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by decisions of the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably Each Shareholder constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Dxxxx Xxxxxx as the Sellers’ Representative of all Sellers, as the his true and lawful attorney-in-fact to act for and on behalf of each such SellerShareholder in all matters relating to or arising out of this Agreement, including specifically, but without limitation, receiving all demands and irrevocably agree that the notices on or with respect to Shareholders under this Agreement, taking any action or refraining from taking any action as he may deem appropriate and executing and delivering all instruments and documents of every kind incident to or otherwise relating to this Agreement, such Shareholder agreeing to be fully bound by the Sellers’ acts, decisions and agreements of Sellers Representative of any taken and all actions and done pursuant to the making of any decisions required or permitted to be taken by it or by a Seller authority granted under this Agreement and Shareholders hereby confirm all that Sellers Representative shall do or cause to be done by virtue of his appointment as Shareholder Representative of Shareholders. Each Shareholder hereby agrees to indemnify and to save and hold harmless Sellers Representative from any Liability incurred by Sellers Representative based upon or arising out of any act, whether of omission or commission, of Sellers Representative pursuant to the authority granted under this Agreement, other than acts, whether of omission or commission, of Sellers Representative that constitute gross negligence or willful misconduct in the exercise by Sellers Representative of the authority granted under this Agreement. Sellers Representative, or any Transaction Documents successor hereafter appointed, may resign and shall be discharged of his duties under this Agreement upon the appointment of a successor Sellers Representative, as hereinafter provided. In case of such resignation, or in the event of the death or inability to which act of Sellers Representative, a successor shall be named from among Shareholders by a majority of Shareholders. Each such successor Sellers Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Sellers are a party are hereby authorized Representative, and approved the term “Sellers Representative” as used in this Agreement shall be deemed to include such successor Sellers Representative. The appointment of Sellers Representative shall be deemed coupled with an interest and shall be irrevocable, and Alpha, Parent and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Sellers Representative in all respects, including without limitation the exercise of the power matters referred to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated in this Agreement. All notices required to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements or delivered by Alpha and compromises of and comply with orders of courts with respect Parent to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Shareholders shall be made to Sellers Representative for the accomplishment benefit of Shareholders and shall discharge in full all notice requirements of Alpha and Parent to Shareholders with respect thereto. Each Shareholder agrees that (a) Sellers Representative shall be adequately compensated for all services performed after the Closing on a reasonable basis considering said Seller Representative’s professional education and experience, (b) that each Shareholder shall pay its proportionate share of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ compensation to Sellers Representative has authority and power to act on behalf approved by a majority of the Sellers with respect to this Agreement and (c) none of Alpha, Parent, the other Transaction Documents and the dispositionSurviving Entity, settlement or other handling any of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and their respective Affiliates shall have any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONresponsibility therefor.

Sellers’ Representative. By execution of this Agreement, the The Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation designate Xxxxxxxx X. Xxxxxxxx to act as the Sellers’ Representative of all Sellers, hereunder and serve as the each Seller’s attorney-in-fact for and agent in connection with the consummation of the Transactions and the performance of all obligations hereunder. This power is irrevocable and coupled with an interest and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any Seller. Sellers’ Representative may execute any and all instruments or other documents on behalf of each such SellerSellers, and irrevocably agree that the taking by the do any and all other acts or things on behalf of Sellers, which Sellers’ Representative of any and all actions and the making of any decisions may deem necessary or advisable, or which may be required or permitted pursuant to be taken by it or by a Seller under this Agreement or any Transaction Documents to which otherwise. Without limiting the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise generality of the power foregoing, Sellers’ Representative shall have the full and exclusive authority to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (iia) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts Buyer with respect to any indemnification claims matter or disputes, (iii) resolve any indemnification claims thing required or disputes, and (iv) take all actions deemed necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with the provisions of this Agreement calling for the agreement of any or all Sellers, give and receive notices on behalf of any or all Sellers, and act on behalf of Sellers in connection with any matter as to which any or all Sellers are or may be obligated under this Agreement or any document executed in conjunction herewith, all in the absolute discretion of Sellers’ Representative, (b) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers’ Representative to be necessary or advisable in connection with, this Agreement on behalf of the Sellers and the Companies, (c) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Article VI and performance of obligations under Article II, (d) take all actions and make all decisions regarding the allocation and/or pro-ration of such items as proceeds, expense items, taxes, escrow amounts, indemnification expenses or liabilities and other Transaction Documents to which the Sellers are a partysimilar types of items, and (e) take all actions necessary with respect to the payment of fees owed to accountants and attorneys in connection with the Transactions. Sellers shall PURCHASE AND SALE AGREEMENT cooperate with Sellers’ Representative and Buyer any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers’ Representative shall only be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers’ Representative may communicate with any Seller or any other Person concerning its responsibilities hereunder, but it is not required to acknowledge do so. Sellers’ Representative has a duty to serve in good faith the interests of Sellers in the performance of its designated role under this Agreement, but Sellers’ Representative shall have no financial liability, fiduciary or similar duties, or other responsibility whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act upon written communication signed of willful misconduct. Sellers shall indemnify, defend and hold harmless Sellers’ Representative against any loss, expense (including reasonable attorney’s fees) or other liability arising out of its service as Sellers’ Representative under this Agreement, other than for harm directly caused by the an act of willful misconduct by Sellers’ Representative. Each Seller agrees that heSeller’s Representative may retain in his sole discretion, she or it has not, and will not, threaten or commence or join any legal actionup to $500,000 from the Purchase Price as a fund for the payment of expenses payable by Sellers pursuant to the provisions hereof, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documentsshall be deducted from each Seller’s Pro Rata Share. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days by notifying Buyer and Sellers in writing and the Sellers shall be entitled to appoint a successor Sellers’ Representative. By written notice to the Buyer, the Sellers holding more than 50% of the proceeds to be distributed pursuant to this Agreement may appoint a different Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION’ Representative from time to time.

Sellers’ Representative. By execution Pursuant to the terms of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the three Sellers’ Representative and Paying Agent Agreements, a copy of all each of which has been delivered to Purchaser, (each, a “Sellers’ Representative Agreement”), each Seller has appointed either Xxxx X. Xxxx, Xx., Xxxxxxx Xxxxxx, Jr., or Xxxxxx X. Xxxxx (collectively, the “Sellers’ Representatives” and each individually a “Sellers’ Representative”) as the such Seller’s authorized representative and agent and attorney-in-fact for to act for, in the name of, and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and with full authority to (a) take all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, negotiate and enter into settlements and compromises of and comply with orders of courts with respect in any way relating to any indemnification claims and all matters in which a Seller has rights or disputesobligations under this Agreement, including without limitation, the following matters: (i) the definitive Closing Working Capital, (ii) the 338(h)(10) Allocation Statement, and (iii) resolve any claim for indemnification claims or disputes, and (iv) by Purchaser pursuant to the terms of Section 6.1 to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment in connection with any of the other termsforegoing, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by (c) as otherwise provided in the Sellers’ Representative in connection with this Agreement and (the other Transaction Documents to which the Sellers are “TBA Matters”). A decision, act, consent or instruction of a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or any of the other Transaction DocumentsTBA Matters shall constitute a decision of the Seller who appointed the Seller’s Representative with respect thereto and shall be final, binding and conclusive upon such Seller. If any Seller commences or joins any such prohibited legal action against Without limiting the generality of the foregoing, each Sellers’ RepresentativeRepresentative shall also have full power and authority, such on behalf of each Seller agrees to promptly indemnify appointing their Sellers’ Representative and advisers such Seller’s successors and assigns, to interpret all the terms and provisions of this Agreement related to the TBA Matters, to give and receive notices and communications with respect thereto, to receive the Purchase Price from the Purchaser, to make payments to service providers, to dispute, or fail to dispute, any claim with respect to any TBA Matters made by Purchaser, to negotiate and compromise any dispute which may arise under this Agreement related to the TBA Matters, and to sign any releases or other documents with respect thereto. In the event the Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by appoint a successor to a Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against pursuant to the terms of the applicable Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days Agreement, then written notice of such appointment shall be delivered to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPurchaser.

Sellers’ Representative. By execution of this Agreement(a) Each Seller Indemnifying Party hereby appoints Shareholder Representative Services LLC as his, the Sellers hereby irrevocably her or its agent, attorney-in-fact and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Sellerthe Seller Indemnifying Parties to give and receive notices and communications, and irrevocably agree that to authorize the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise reduction of the power Escrow Fund in satisfaction of claims by any Buyer Indemnified Party, to (i) receive from Buyer and disburse object to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and such payments, to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of of, and bring suit and comply with orders of courts with respect to any indemnification claims or disputessuch claims, (iii) resolve any indemnification claims or disputesto assert, negotiate, enter into settlements and compromises of, and (iv) bring suit and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Party against the Company or the Seller Indemnifying Parties or any dispute between any Buyer Indemnified Party and any such Seller Indemnifying Party, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations foregoing or (ii) specifically mandated by the terms of this Agreement and Agreement, including under Section 2.5. Such agency may be changed by the Transaction Documents. The Sellers’ Representative has authority and power Seller Indemnifying Parties from time to act on behalf of the Sellers with respect time upon not less than thirty (30) days prior written notice to this Agreement and the other Transaction Documents and the dispositionBuyer; provided, settlement or other handling of all indemnification claimshowever, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by that the Sellers’ Representative in connection with this Agreement may not be removed unless holders of a two-thirds interest of the Escrow Amount agree to such removal and to the other Transaction Documents to which identity of the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionsubstituted agent. The Sellers’ Representative may resign at any time upon 30 not less than thirty (30) days prior written notice in the event of circumstances rendering it impracticable for it to continue to effectively serve. A vacancy in the position of Sellers’ Representative may be filled by the holders of a majority in interest of the Escrow Amount. No bond shall be required of the Sellers’ Representative. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAfter the Closing, notices or communications to or from the Sellers’ Representative shall constitute notice to or from the Seller Indemnifying Parties.

Sellers’ Representative. By execution of this Agreement, the Sellers 17.4.1 Each Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints Gilde (the “Sellers’ Representative of all Sellers, Representative”) as the such Seller’s agent and attorney-in-fact (“lasthebber” / “mandataire” ) with full power and authority to act in such Seller’s name and on its behalf with respect to all matters arising from or in any way relating to the Agreement. The Sellers’ Representative’s mandate shall include the acceptance and receipt of Claims and notices made or delivered pursuant to the Agreement. Without limitation, (a) any waiver of any provision of the Agreement and any acceptance, approval, compromise or settlement (“dading” / “transaction”) of any Claim arising from or relating to the Agreement, by the Sellers’ Representative will be binding upon each and every Seller, and (b) the Sellers’ Representative is hereby authorized to execute for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse any amendment to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsAgreement, (ii) agree toany agreements, negotiatecertificates, enter into settlements notices, objections to Claims, registers or other documents contemplated by the Agreement and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims agreements or disputessettlements (“dadingen” / “transactions”) with the Purchaser in connection with any Claims, indemnifications, Losses and/or related matters under the Agreement and (iv) in general, do or take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act any action on behalf of each Seller in connection with any Claims of the Sellers with respect to this Agreement and Purchaser under the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsAgreement. The Sellers irrevocably agree Purchaser will be entitled to be bound by all and rely on any such actions action taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed as being taken by the Sellers’ RepresentativeRepresentative on behalf of each of the Sellers and fully authorized by each of the Sellers. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against Any decisions taken by the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against shall be binding upon the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By the execution and delivery of this Agreement, the Sellers hereby irrevocably constitute and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all SellersXx. Xxxxxxxxx Xxxxxxx Buson, resident at Xxx Xxxxxx 00, 00000 Xxxxxxxx (Xxxxx), Xxxxx, as the true and lawful agent and attorney-in-fact for of the Sellers with full power of substitution to act in the name, place and stead of the Sellers with respect to the transfer of the Provel Quotas owned by the Sellers in accordance with the terms and provisions of this Agreement, to act on behalf of each such Seller, and irrevocably agree that Sellers in connection with the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise determination of the power to (i) receive from Buyer Base Net Working Capital and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to in any litigation or arbitration involving this Agreement and the transactions contemplated thereby, do or refrain from doing all such further acts and things, and execute all such documents as the Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including, without limitation, the power to act for the Sellers with regard to matters pertaining to indemnification referred to in this Agreement. The appointment of the Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyers and Sellers and any other Transaction Documents person may conclusively and absolutely rely, without inquiry, upon any action of the disposition, settlement Sellers’ Representative in all matters referred to herein. All notices required to be made or other handling delivered by Buyers to the Sellers shall be made to the Sellers’ Representative for the benefit of the Sellers and shall discharge in full all indemnification claims, rights or obligations arising from and taken pursuant notice requirements of Buyers to this Agreement and the other Transaction DocumentsSellers with respect thereto. The Sellers irrevocably agree hereby confirm all that the Sellers’ Representative shall do or cause to be bound done by virtue of his appointment as the Sellers’ Representative of the Sellers. The Sellers’ Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of the Sellers and consistent with the obligations under this Agreement, but the Sellers’ Representative shall not be responsible to the Sellers for any such actions taken loss or damages the Sellers may suffer by the performance by the Sellers’ Representative in connection with of his duties under this Agreement and Agreement, other than loss or damage arising from willful violation of the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed law by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting gross negligence in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred performance by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONof his duties under this Agreement.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, the Sellers each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Gxxx X. Xxxxx (in such capacity, the “Sellers’ Representative”) as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Seller under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Seller, if any, as the Sellers’ Representative will deem necessary or appropriate in connection with any of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller transactions contemplated under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to Ancillary Documents, including: (i) receive from Buyer and disburse agree upon or compromise any matter related to the calculation of any adjustments to the Purchase Price; (ii) direct the distribution of the Purchase Price among Sellers; (iii) act for Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any payments constituting indemnification claim made by or against Sellers, if any; (iv) act for Sellers with respect to all post-Closing matters; (v) terminate, amend or waive any part provision of this Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Sellers’ Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; (vi) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Sellers’ Representative and to rely on their advice and counsel; (vii) incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (viii) receive all or any portion of the Purchase Price and receive and disburse from and to distribute the same to Sellers according to this Agreement; (ix) sign any Party releases or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts other documents with respect to any indemnification claims and dispute or disputes, (iii) resolve any indemnification claims remedy arising under this Agreement or disputes, the Ancillary Documents; and (ivx) take all actions necessary in the judgment do or refrain from doing any further act or deed on behalf of Sellers which the Sellers’ Representative for deems necessary or appropriate in his or her sole discretion relating to the accomplishment of the other terms, conditions and limitations subject matter of this Agreement as fully and the Transaction Documentscompletely as any Seller could do if personally present and acting. The Sellers’ Representative has authority hereby accepts his or her appointment and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by authorization as the Sellers’ Representative in connection with under this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAgreement.

Sellers’ Representative. By execution Each Seller hereby designates X.X. Xxxxxx (or such Person subsequently designated by X.X. Xxxxxx in writing) as the “Sellers’ Representative” to execute any and all instruments or other documents on behalf of this Agreementsuch Seller, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as to do any and all other acts or things on behalf of such Seller, which the Sellers’ Representative of all Sellersacting in good faith may deem necessary or advisable, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions or which may be required or permitted pursuant to be taken by it or by a Seller under this Agreement or any Transaction Documents to which otherwise, in connection with the Sellers are a party are consummation of the transactions contemplated hereby authorized or thereby and approved in the performance of all respectsobligations hereunder or thereunder prior to, including without limitation at or following the Closing, including, but not limited to, the exercise of the power to to: (i) receive from Buyer and disburse act for each Seller with respect to Sellers any payments constituting any part of adjustment to the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsPrice, (ii) give and receive notices and communications to or from the Buyer relating to this Agreement or any of the transactions and other matters contemplated hereby, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to any indemnification claims or disputesto, (iiiA) resolve indemnification or Purchase Price adjustment-related Claims by the Buyer or any indemnification claims or disputesother Buyer Indemnitee pursuant to Section 2.3 and/or Article 9, (B) any dispute between any Buyer Indemnitee and any such Seller, in each case relating to this Agreement, and (iv) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Sellers’ Representative has shall have authority and power to act on behalf of the Sellers each Seller with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, claims under this Agreement and all rights or obligations arising from and taken pursuant to under this Agreement and the other Transaction DocumentsAgreement. The Sellers irrevocably agree to shall be bound by all and any such actions taken and documents executed by the Sellers’ Representative in connection with this Agreement or otherwise pursuant to this Section 7.6, and the Buyer and the other Transaction Documents Buyer Indemnitees shall be entitled to which the Sellers are a party, rely solely and Sellers and Buyer shall only be required to acknowledge entirely on any action or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against decision of the Sellers’ Representative as the action or its advisors for acting in decision of such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionSeller. The Sellers’ Representative may resign at any time upon 30 days written shall receive no compensation for its services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each Seller. Any obligation of Buyer to make or deliver payments to the Sellers under this Agreement shall be deemed satisfied, in its entirety, upon delivery of such payment to Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION’ Representative and, upon receipt thereof, Sellers’ Representative shall be solely liable for delivery thereof to the Sellers pursuant to the terms of this Agreement.

Sellers’ Representative. By execution Each Seller by executing this Agreement irrevocably appoints each of this Agreement, Randxx X. Xxxxx xxx Ernexx X. Xxxe (the Sellers hereby irrevocably "SELLERS' REPRESENTATIVE") as his or her agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the true and lawful attorney-in-fact fact, with full power of substitution, with full capacity and authority and in his sole discretion, to act in the name of and for and on behalf of each such SellerSeller in connection with all matters arising out of, and irrevocably agree that resulting from, contemplated by or related or incident to this Agreement. Without limiting the taking by generality of the foregoing, the powers of Sellers’ ' Representative shall include the power to represent each Seller with respect to all aspects of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to Agreement, which the Sellers are a party are hereby authorized and approved in all respectspower shall include, including without limitation the exercise of limitation, the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party payment or any Third Party which may be contemplated transfer to be made under the Transaction Documentspursuant to this Agreement, (ii) agree towaive any and all conditions of this Agreement, negotiate(iii) amend this Agreement and any agreement executed in connection herewith in any respect, enter into settlements (iv) settle claims for indemnity pursuant to Article 12 hereof, (v) retain legal counsel and compromises be reimbursed by Sellers for all fees, expenses and other charges of such legal counsel, (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required and comply (viii) take all such other action and to do all such other things as Sellers' Representative deems necessary or advisable with orders respect to this Agreement. Buyer shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by Sellers' Representative on behalf of courts Sellers, and Buyer shall have no duty to inquire as to the acts and omissions of Sellers' Representative. Each Seller hereby acknowledges and agrees that (i) all deliveries by Buyer to Sellers' Representative shall be deemed deliveries to Sellers, (ii) Buyer shall not have any liability with respect to any indemnification claims aspect of the distribution or disputescommunication of such deliveries between Sellers' Representative and any Seller or among Sellers, and (iii) resolve any indemnification claims disclosure made to Sellers' Representative by or disputeson behalf of Buyer shall be deemed to be disclosure made to each Seller. In the event such Sellers' Representative refuses to, and (iv) take all actions necessary in the judgment of the or is no longer capable of, serving as a Sellers’ ' Representative for the accomplishment of the other termshereunder, conditions and limitations of this Agreement and the Transaction DocumentsSellers shall promptly appoint a successor Sellers' Representative who shall thereafter be a successor Sellers' Representative hereunder. The Sellers’ ' Representative has authority and power shall not be liable to act on behalf any of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights their affiliates for any decisions made or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ ' Representative in good faith absent gross negligence by the Sellers' Representative. Following the Closing, Buyer will cause the Acquired Companies (or any successors thereto) to indemnify the Sellers' Representative in his capacity as such and to release and to hold harmless the Sellers' Representative from and against any Damages that the Sellers' Representative may incur as a result of its acting as the Sellers' Representative hereunder or in connection with this Agreement and the other Transaction Documents performance of any of his duties hereunder to which the Sellers fullest extent permitted by Law, except to the extent that such Damages are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed caused by actions of the Sellers’ Representative. Each Seller agrees ' Representative that he, she were taken in bad faith or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONa grossly negligent manner.

Sellers’ Representative. By execution of this AgreementBlue Dolphin and Bitter Creek hereby designate Blue Dolphin as the representative for the Seller (collectively, the Sellers hereby irrevocably “Seller’s Representative”) to represent Blue Dolphin and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all SellersBitter Creek, as the attorney-in-fact for and on behalf of each such Seller, from and irrevocably agree that after the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved date hereof in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect matters relating to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentstransactions contemplated hereby. The Sellers irrevocably agree Seller’s Representative shall have the following powers and duties: (i) to take the actions contemplated to be bound by all and any such actions taken by the Sellers’ Seller’s Representative under this Agreement; (ii) to compromise, modify, settle, waive, relinquish, exchange, liquidate or otherwise resolve the rights of the Seller in connection with and to any amounts that are or may be payable after the Closing Date by the Seller to the Buyer hereunder, which compromise, modification, settlement, waiver, relinquishment, exchange, liquidation or resolution may include payment to the Buyer of cash, property or any combination thereof; (iii) to compromise, modify, settle, waive, relinquish, exchange, liquidate or otherwise resolve the rights of the Seller in and to any amounts that are or may be payable after the Closing Date by the Buyer to the Seller hereunder, which compromise, modification, settlement, waiver, relinquishment, exchange, liquidation or resolution may include payment to the Seller of cash, property or any combination thereof; (iv) to take all actions the Seller’s Representative deems necessary or advisable on behalf of the Seller pursuant to the terms of this Agreement Agreement; and the other Transaction Documents (v) to take all actions which the Sellers are a partySeller’s Representative deems necessary or advisable in order to carry out the foregoing. The Seller’s Representative shall consult with Bitter Creek in performing actions under this section. The Seller’s Representative shall serve without compensation, but shall be entitled to reimbursement from Bitter Creek for 1/6th of its costs and Sellers and Buyer expenses. The Seller’s Representative shall only not be required liable to acknowledge Bitter Creek for the performance of any act or failure to act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect so long as it does not act (or fail to act) in bad faith. The Seller’s Representative shall be entitled to indemnity from Bitter Creek from and against 1/6th of any and all damages which may at any time be imposed on, incurred by or asserted against the Seller’s Representative in any way relating to or arising out of this Agreement or any related agreement or instrument or any action taken or omitted to be taken by the other Transaction Documents. If any Seller commences Seller’s Representative under or joins any in connection therewith, unless such prohibited legal action against damages resulted from the Sellers’ bad faith of the Seller’s Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. (a) By execution the approval of this AgreementAgreement pursuant to applicable Law, each Seller hereby irrevocably appoints the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Representative as the Sellers’ Representative of all Sellersrepresentative, as the agent, proxy and attorney-in-fact for and on behalf all of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in for all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made purposes under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the other Transaction Documents. The Sellers’ Representative has , including the full power and authority and power to act on such Person’s behalf: (i) to consummate the transactions contemplated under this Agreement and the other Transaction Documents; (ii) to negotiate disputes arising under, or relating to, this Agreement and the other Transaction Documents; (iii) to give and receive all notices, communications and funds to be given or received under this Agreement and the other Transaction Documents and to receive service of process in connection with any claims under this Agreement and the other Transaction Documents, including service of process in connection with arbitration; (iv) to withhold any amounts received on behalf of the Sellers with respect pursuant to this Agreement and the other Transaction Documents or otherwise to satisfy any and all obligations or liabilities incurred by the Sellers or the Sellers Representative in the performance of their duties hereunder or under the other Transaction Documents; (v) to execute and deliver any amendment or waiver to this Agreement and the dispositionother Transaction Documents (without the prior approval of the Sellers); (vi) to bring or defend any claim or action on behalf of the Sellers to enforce their rights under this Agreement and the other Transaction Documents; (vii) to retain the Sellers Representative Expense Amount until it is liquidated in accordance with SECTION 8.12(g), settlement and to use the funds constituting the Sellers Representative Expense Amount to satisfy the expenses of the Sellers Representative in performing its duties hereunder and under the other Transaction Documents and to satisfy expenses and obligations of the Sellers hereunder and thereunder; and (viii) to make all other decisions and determinations and to take all other actions to be taken by or other handling of all indemnification claimson behalf of, rights or obligations arising refrain from and taken pursuant to doing any further act or deed on behalf of, the Sellers in connection with this Agreement and the other Transaction Documents. The Sellers irrevocably further agree to be bound by all that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any such Seller. All decisions and actions taken by the Sellers Representative shall be binding upon all of the Sellers’ , and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers Representative in connection with shall have no duties or obligations hereunder or under the other Transaction Documents, including any fiduciary duties, except those expressly set forth herein or therein, and such duties and obligations shall be determined solely by the express provisions of this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. (a) By execution of executing this Agreement, the Sellers hereby each Selling Party irrevocably authorizes and unconditionally appoint Nephron Pharmaceuticals Corporation as the appoints Sellers’ Representative of all Sellers, as the such Selling Party’s representative and attorney-in-fact for and to act on behalf of each such Seller, Person with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of Escrow Agreement and to take any and all actions and the making of make any decisions required or permitted to be taken by it or by a Seller under Sellers’ Representative pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsEscrow Agreement, including without limitation the exercise of the power to to: (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, communications; (ii) authorize delivery to Buyer of cash from the Indemnity Escrow Account in satisfaction of claims for indemnification made by Buyer pursuant to Section 8.03 or Article XI; (iii) agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Section 8.03 or Article XI; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification claims pursuant to Section 8.03 or disputesArticle XI; (v) authorize delivery to Buyer of cash from the Indemnity Escrow Account in satisfaction of any negative Purchase Price Adjustment pursuant to Section 2.04 or any adjustment to the Final Purchase Price payable to Buyer pursuant to Section 2.10 otherwise agree to, (iii) resolve any indemnification claims or disputesnegotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described Section 2.04 or Section 2.10; (ivvi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other Transaction Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any other Transaction Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; (ix) to receive funds, make payments of funds, and give receipts for funds on behalf of the Selling Parties in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby and (x) take all actions necessary or appropriate in the good faith judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONforegoing.

Sellers’ Representative. By execution of this Agreement, the Sellers Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints FRI as their sole representative (“Seller’s Representative”) to act as the Sellers’ Representative of all Sellers, as the attorney-in-fact for agent and on behalf of each such SellerSeller for all purposes under this Agreement, including for the purposes of: (i) administering and supervising the conduct of Buyer’s title review pursuant to Article 4 and the conduct of Buyer’s physical inspection of the Assets pursuant to Article 5, including, without limitation, determining any adjustments to the Purchase Price in accordance with Article 4 or Article 5, giving and receiving environmental reports, materials, and irrevocably agree assessments as provided in Article 5; (ii) entering into the escrow agreement for the Deposit and receiving the Deposit and the Purchase Price pursuant to Section 2.1, Section 2.2 and Section 12.3 and, if applicable, the Final Purchase Price pursuant to Section 13.1; (iii) determining whether the conditions to Closing in Section 10.1 have been satisfied and supervising the Closing, including waiving any such condition if Seller’s Representative, in its sole discretion, determines that the such waiver is appropriate; (iv) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement in accordance with Section 11.1; (v) taking any and all actions and that may be necessary or desirable, as determined by Seller’s Representative in its sole discretion, in connection with the making amendment of this Agreement or waivers of any decisions required term of this Agreement; (vi) taking any and all actions that may be necessary or permitted desirable, as determined by Seller’s Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to be taken Seller in connection with the transactions contemplated by it this Agreement; (vii) granting any consent or by a approval on behalf of Seller under this Agreement; and (viii) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ performed by Seller’s Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of Seller. As the Sellers with respect representative of Seller, Seller’s Representative shall act as the agent for Seller, shall have authority to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative bind Seller in connection accordance with this Agreement and the other Transaction Documents to which the Sellers are a partyAgreement, and Sellers Buyer may rely on such appointment and Buyer shall only be required to acknowledge or act upon written communication signed by authority. Executed on the Sellers’ Representativedates set forth in the acknowledgments below but effective as of the Effective Time. Each Seller agrees that heSELLER: FXXXXX PRODUCTION CO., she or it has notLP By: FPC GP, LLC, its General Partner By: /s/ Cxxxxxx Xxxxxx Cxxxxxx Xxxxxx, VP Land & Acquisitions BDT OIL & GAS, LP By: BDT GP, LLC, its General Partner By: /s/ Bxxxx X. Xxxxxx Bxxxx X. Xxxxxx, President METCALFE OIL, LP By: Mxxxxxxx XX, LLC, its General Partner By: /s/ Sxxxxxx X. Xxxxx Sxxxxxx X. Xxxxx, President GRASSLANDS ENERGY LP By: Grasslands GP, LLC, its General Partner By: /s/ Cxxxxxx Xxxxxx Cxxxxxx Xxxxxx, President BUFFALO OIL & GAS, LP By: SHBL Management, Inc., its General Partner By: /s/ Bxxxx Xxxx Bxxxx Xxxx, President FXXXXX RESOURCES INC. By: /s/ Cxxxxxx X. Xxxxxx Name: Cxxxxxx X. Xxxxxx Title: VP of Land & Acquisition BUYER: RING ENERGY, INC. By: /s/ Kxxxx Xxxxxxx Kxxxx Xxxxxxx, Chief Executive Officer EXHIBIT A-1 Leases and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS Lands EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS A-2 Wxxxx EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.B Allocated Values EXHIBIT C Surface Lands EXHIBIT D Mineral Interests

Sellers’ Representative. By execution of this AgreementEach Seller hereby appoints, authorizes and empowers Xxxxxxxxxxx Xxxxx to be the Sellers hereby irrevocably exclusive proxy, representative, agent and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for of each of the Sellers, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each such Sellerthe Sellers, at any time, in connection with, and irrevocably agree that the taking may be deemed by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and to facilitate the consummation of the transactions contemplated hereby. By executing this Agreement, the Sellers’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Sellers’ Representative shall have the power to take any of the following actions on behalf of the Sellers: (i) to give and receive notices, communications and consents under this Agreement and any Ancillary Documents; (ii) to receive and facilitate distribution of payments pursuant to this Agreement and any Ancillary Documents; (iii) to waive, modify or amend any provision of this Agreement and any Ancillary Documents; (iv) to assert any claim or institute any Action; (v) to investigate, defend, contest or litigate any Action initiated by it any Person against the Sellers’ Representative or by a any Seller under this Agreement or and any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Ancillary Documents, as the Sellers’ Representative, in his or her sole discretion, may deem necessary or desirable; (iivi) agree to, to receive process on behalf of any Seller in any such Action; (vii) to negotiate, enter into settlements and compromises of of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to any disputes arising under this Agreement and any Ancillary Documents, as the Sellers’ Representative, in his or her sole discretion, may deem necessary or desirable; (viii) to negotiate and enter into settlements with respect to any indemnification claims arising under this Agreement and any Ancillary Documents, as the Sellers’ Representative, in his or disputesher sole discretion, may deem necessary or desirable; (ix) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and any Ancillary Documents as the Sellers’ Representative, in his or her sole discretion, may deem necessary or desirable; (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other writings, (iiixi) resolve any indemnification claims engage, at the Sellers’ expense, attorneys, accountants, financial and other advisors, paying agents and other persons necessary or disputes, and (iv) take all actions necessary appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionand, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunalgeneral, to assert do any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect and all things and to this Agreement or the other Transaction Documents. If take any Seller commences or joins any such prohibited legal and all action against that the Sellers’ Representative, such Seller agrees in his or her sole and absolute discretion, may consider necessary or proper or convenient in connection with or to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers carry out the activities described in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONthis Agreement.

Sellers’ Representative. By execution (a) Effective upon and by virtue of the vote of the Stockholders approving and adopting this AgreementAgreement and the Merger and by virtue of the cancellation of the Vested Options in exchange for the consideration provided for in Section 2.05, and without any further act of any of the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as Sellers, the Sellers’ Representative will be hereby appointed as the representative of all Sellers, the Sellers and as the attorney-in-fact and agent for and on behalf of each such Seller, Seller for purposes of this Agreement and irrevocably agree that the taking Escrow Agreement and will be empowered to take such actions contemplated to be taken by the Sellers’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Sellers as it may deem necessary or appropriate in connection with or to consummate any and of the Contemplated Transactions, including: (i) taking all actions and making all filings on behalf of such Sellers with any Governmental Authority or other Person necessary to effect the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise consummation of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, Contemplated Transactions; (ii) agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of and comply of, complying with orders of courts with respect to to, and otherwise administering and handling any indemnification claims under this Agreement or disputes, the Escrow Agreement on behalf of such Sellers; (iii) resolve negotiating and executing any indemnification claims waivers or disputesamendments of this Agreement or the Escrow Agreement (provided, however, that any amendment that will adversely and disproportionately affect the rights or obligations of any Seller as compared to other Sellers will require the prior written consent of such Seller); and (iv) take taking all other actions that are either necessary or appropriate in the its judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations foregoing or contemplated by the terms of this Agreement and or the Transaction DocumentsEscrow Agreement. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any hereby accepts such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONappointment.

Sellers’ Representative. By The Sellers, by their execution of this Agreement, hereby designate Xxxxxx Xxxxxxxx as their representative (the “Sellers’ Representative”). In case of Xxxxxx Xxxxxxxx’x death or disability, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the shall designate an alternate Sellers’ Representative within ten (10) days of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking event. The Sellers shall be bound by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with respect to all matters arising under this Agreement and the Escrow Agreement, as well as in resolving all disputes or other Transaction Documents to which issues between Purchaser and the Sellers are arising hereunder or thereunder at or following Closing. The Sellers authorize the Sellers’ Representative to reimburse himself from distributions received by him from the Escrow Fund for all costs, expenses and payments incurred by him in his capacity as Sellers’ Representative. The Sellers’ Representative shall be indemnified from and against any and all claims, demands, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising from or related to any acts undertaken (and any omissions to act) in his capacity as Sellers’ Representative, except to the extent attributable to Sellers’ Representative’s gross negligence or willful misconduct. The Sellers, by their approval of the transactions contemplated in this Agreement, agree to bear the costs of such expense reimbursement and indemnification on a party, and Sellers and Buyer pro-rata basis in accordance with their pro-rata fully-diluted equity interest in the Company immediately prior to the Closing. Purchaser shall only be required entitled to acknowledge rely upon any communication or act upon written communication signed writings given or executed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint All notices to any foreign, federal, state or local agency, court or other tribunal, be sent to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect Sellers pursuant to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against may be addressed to the Sellers’ Representative, such Seller agrees and any notice so sent in accordance with Section 10.01 shall be deemed notice to promptly indemnify Sellers’ Representative and advisers all of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. (a) By execution voting in favor of the adoption of this Agreement, the Sellers hereby irrevocably approval of the principal terms of the Merger, and unconditionally appoint Nephron Pharmaceuticals Corporation the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Seller and each Incentive Recipient shall be deemed to have appointed Shareholder Representative Services LLC as the Sellers’ Representative of all Sellersrepresentative, as the attorney-in-agent , proxy and attorney in fact for and on behalf of each such Sellerthe Sellers and the Incentive Recipients (the “Sellers’ Representative”). Without limiting the generality of the foregoing, and irrevocably agree that the taking by the Sellers’ Representative has full power and authority, on behalf of any each Seller and all actions each Incentive Recipient and his or her successors and assigns, to (i) interpret the terms and provisions of this Agreement and the making documents to be executed and delivered by Sellers and the Incentive Recipients in connection herewith, including the Escrow Agreement, (ii) execute and deliver and receive deliveries of any decisions all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by it or by a Seller this Agreement and the Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsEscrow Agreement, (iiiv) agree to, to negotiate, enter into settlements and compromises settlements, assume the defense of claims, demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch claims, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions (v) give and limitations receive notices and communications, (vi) authorize delivery to Parent of the Escrow Amount, or any portion thereof, in satisfaction of any deficiency as specified in Section 2.11(d), (vii) authorize delivery to Parent of the Escrow Amount, or any portion thereof, in satisfaction of claims brought by Parent for Losses incurred under this Agreement (except as otherwise covered by subsection (vi) hereof), (viii) authorize distribution of the Escrow Amount and any earnings and proceeds thereon otherwise payable to the Transaction Documents. The Sellers, (ix) to take all actions which the Sellers’ Representative has authority considers necessary and power to act desirable in connection with the duties described in Sections 2.11 and 7.1(c) herein; and (x) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative Incentive Recipients in connection with this Agreement and the other Transaction Documents Escrow Agreement. Notwithstanding the foregoing, each Seller will have the sole right to which the Sellers are a partynegotiate, compromise and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert settle any claim by Parent solely against such Seller under Section 7.1(a)(ii). Parent will be entitled to conclusively rely on the acts of the Sellers’ Representative or its advisors for acting as provided in such capacity with respect to this Agreement or Section 8.13 as of the other Transaction Documentsacts of Sellers. If any Seller commences or joins any such prohibited legal action against the Sellers’ RepresentativeRepresentative shall be removed, resign or otherwise be unable to fulfill its responsibilities hereunder, the Sellers shall (by consent of those Persons entitled to at least a majority of the Escrow Amount), within 10 days after such Seller agrees death, removal, disability, resignation or inability, appoint a successor to promptly indemnify the Sellers’ Representative and advisers immediately thereafter notify Parent of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTthe identity of such successor. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Any such successor shall succeed the former Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionhereunder. The If for any reason there is no Sellers’ Representative may resign at any time upon 30 days written notice time, all references herein to the Sellers’ Representative shall be deemed to refer to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.44

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Summer Street Capital Partners LLC as the Sellers’ Representative of all Sellershis or its true, as the lawful and sole agent and attorney-in-fact (in such capacity, “Sellers’ Representative”) to act for and on behalf of each such SellerSeller in all matters relating to or arising out of this Agreement and the Ancillary Documents, including: (i) receiving all demands and irrevocably agree that notices on or with respect to such Seller under this Agreement and the Ancillary Documents; (ii) taking by the any action or refraining from taking any action as Sellers’ Representative may deem appropriate in its discretion relating to the subject matter of this Agreement and the Ancillary Documents; (iii) executing and delivering the Escrow Agreement and any other Ancillary Documents, any amendment to this Agreement or such Ancillary Documents, and all actions other instruments and documents of every kind incident to or otherwise relating to this Agreement and the Ancillary Documents; (iv) receiving any payments due from Buyer, making payment of funds, including the authorization of delivery to Buyer of all or any decisions required portion of the funds from the Escrow Account or permitted the delivery of indemnification payments (if any) payable by Sellers to any Buyer Indemnitee in satisfaction of an indemnification claim; (v) taking any action on behalf of Sellers or any individual Seller that may be taken necessary or desirable, as determined by it Sellers’ Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by a Section 2.5; (vi) accepting notices on behalf of Sellers or any individual Seller in accordance with Section 10.6; and (vii) granting any consent or approval on behalf of Sellers or any individual Seller under this Agreement or any Transaction Documents Ancillary Document. Each Seller shall be fully bound by the acts, decisions and agreements of Sellers’ Representative taken and done pursuant to which the Sellers are a party are authority herein granted, and such Seller hereby authorized and approved in confirms all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party that Sellers’ Representative shall do or any Third Party which may be contemplated cause to be made under the Transaction Documentsdone by virtue of its appointment as Sellers’ Representative. The appointment of Sellers’ Representative pursuant to this Section 10.14: (x) is coupled with an interest, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputesshall be irrevocable, and (ivto the maximum extent permitted by Law) take all actions necessary in shall survive the judgment dissolution, termination, death, incompetency or bankruptcy of the any Seller and shall be binding on his or its beneficiaries, heirs, representatives and successors; and (y) may be exercised by Sellers’ Representative by signing separately as Sellers’ Representative for the accomplishment of the other termseach Seller or, conditions and limitations of this Agreement and the Transaction Documents. The after listing all Sellers executing an instrument, by signing as Sellers’ Representative has authority for all of them. Buyer and power to act on behalf all other Persons may conclusively and absolutely rely, without inquiry, upon any action of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with all matters referred to in this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAgreement.

Sellers’ Representative. By execution (a) Each of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals ----------------------- appoints Xxxxxx Capital Corporation ("Sellers' Representative") or its ----------------------- designee (as the Sellers’ Representative of all Sellersappointed in writing), as the attorney-agent, proxy, and attorney- in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and Sellers for all actions and the making of any decisions required or permitted to be taken by it or by a Seller purposes under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, (including without limitation full power and authority to act on the exercise of the power Sellers' behalf) to take any action, should it elect to do so in its sole discretion, (i) receive from Buyer and disburse to Sellers any payments constituting any part of consummate the Purchase Price and receive and disburse from and to any Party or any Third Party which may be transactions contemplated to be made under the Transaction Documentsthis Agreement, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment event of the Sellers’ Representative for the accomplishment of the other termssuch consummation, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act receive on behalf of the Sellers the Cash Consideration, provided, that, -------- ---- Xxxxxxxxxxx & Xxxxxxxx LLP may, pursuant to this Section 14.6, receive on behalf of the Individual Sellers each of such Individual Seller's Closing Payment Percentage, net of the attributable Seller's Percentage of expenses, relating to the Shares to be sold by such Individual Sellers hereunder and the Company may, pursuant to this Section 14.6, receive on behalf of the Individual Sellers each of such Seller's Closing Payment Percentage, net of the attributable Seller's Percentage of expenses, relating to the Options to be sold by such Individual Seller hereunder, (iii) to receive and pay out of the Cash Consideration the Seller's Percentage attributable to each Seller of all expenses incurred by or on behalf of the Sellers in connection with respect to the transactions contemplated by this Agreement and to pay to each of the other Transaction Documents Sellers his or its Closing Payment Percentage, net of the attributable Seller's Percentage of expenses, provided, that, each of Xxxxxxxxxxx & Xxxxxxxx LLP. and the dispositionCompany -------- ---- may, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and Section 14.6, pay to the other Transaction Documents. The Individual Sellers irrevocably agree on whose behalf they receive Cash Consideration under clause (ii) hereof such Individual Sellers' Closing Payment Percentage, net of the attributable Seller's Percentage of expenses, subject to be bound by any withholding requirements under applicable law, (iv) to conduct or cease to conduct, should it elect to do so in its sole discretion, the defense of any or all and claims against any such actions taken by of the Sellers’ Representative Sellers in connection with this Agreement other than claims under 11.1.1(i) or 11.1.1(iii) of this Agreement, and settle any or all such claims in its sole discretion on behalf of any or all the other Transaction Documents to Sellers and exercise any or all rights which any or all of the Sellers are a partypermitted or required to exercise under this Agreement, and (v) to execute and deliver, should it elect to do so in its sole discretion, on behalf of any or all of the Sellers any or all amendments to this Agreement and to take any or all other actions to be taken by or on behalf of any or all of the Sellers and Buyer shall only be exercise any or all rights which any or all of the Sellers are permitted or required to acknowledge or act upon written communication signed by exercise under this Agreement; provided, -------- however, that (a) the Sellers’ Representative' Representative shall have no authority ------- to enter into any settlement of any claim under clause (iv) above or to execute and deliver any amendment to this Agreement under clause (v) above on behalf of Sellers (the "Individual Sellers") other than ------------------ MLA I, MLA II, MLA III, SLA I, SLA II and BCC ISI (collectively, the "BCC Sellers"), without the consent of Xxxxxx X. Xxxxxx, (b) the ----------- Sellers' Representative shall have no obligation to conduct any defense or settle any claim or enter into any amendment or take any action whatsoever on behalf of any Seller under this Section 14.6 or otherwise in its capacity as Sellers' Representative and (c) any settlement entered into or other action taken by any Individual Seller shall be valid only to the extent expressly permitted by this Section 14.6, and no such settlement or action (whether permitted or not by this Section 14.6) shall bind or otherwise affect the rights or obligations of the Sellers' Representative or any BCC Seller. Each Seller of the Sellers hereby agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, not to assert any claim against against, and to indemnify and hold harmless the Sellers’ ' Representative from and against any and all Losses incurred by, the Sellers' Representative or any of its advisors for acting in partners, directors, officers, employees, agents, stockholders, consultants, investment bankers, representatives or controlling persons, or any Affiliate of any of the foregoing, relating to Sellers' Representative's capacity as Sellers' Representative other than such capacity with respect to this Agreement claims or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Losses resulting from the Sellers’ ' Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs 's gross negligence or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONwilful misconduct."

Sellers’ Representative. (a) By execution and delivery of this Agreement, Agreement by each of the Sellers and Principals, each of the Sellers and Principals hereby irrevocably make, constitute and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellersas his or her true and lawful agent, to act in his or her name, place and xxxxx, as the such Seller’s or Principal’s attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to to: (i) receive from Buyer execute and disburse deliver all documents necessary or desirable to Sellers any payments constituting any part carry out the intent of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and (including in the dispositionname of, settlement or other handling of on behalf of, such Seller or Principal); (ii) make all indemnification claims, rights elections or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative decisions entered into in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, Documents; (iii) execute and Sellers and Buyer shall only be required to acknowledge deliver such instruments of transfer or act upon written communication signed other documentation deemed necessary or desirable by the Sellers’ Representative. Each Representative to give effect to the transfer of the Shares; (iv) act on such Seller’s or Principal’s behalf in connection with all obligations and agreements of the Sellers and Principals under any of the Transaction Documents executed and delivered by any of the Sellers or Principals; (v) amend, waive or otherwise change the terms or conditions of this Agreement or any other Transaction Document on behalf of such Seller agrees that he, she or it has not, and will not, threaten Principal or commence or join to enter into any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against documents the Sellers’ Representative determines are reasonably necessary or its advisors desirable to give effect to this Agreement and the Transaction Documents; (vi) defend, settle, negotiate and make payments, if applicable, to the Buyer Indemnified Parties on behalf of such Seller or Principal in connection with any claim for acting in indemnification made by any Buyer Indemnified Party pursuant to Article XI or XII and to initiate and prosecute any claim for indemnification made by or on behalf of such capacity with respect Seller or Principal pursuant to Article XI; (vii) receive any amounts payable to the Sellers or Principals under this Agreement or the other Transaction Documents. If ; (viii) give and receive on behalf of the Sellers or Principals any and all notices from or to any Seller commences or joins Sellers, or Principal or Principals, under this Agreement or the other Transaction Documents; (ix) execute, deliver and file all such further documents and instruments relating to this Agreement or the Transaction Documents on behalf of the Sellers or Principals, and do all acts and things as may be reasonably necessary or desirable in connection therewith; and (x) otherwise exercise all rights of such Seller or Principal and otherwise act on behalf of such Seller or Principal under this Agreement and the Transaction Documents and in connection with any of the transactions contemplated by this Agreement and the Transaction Documents, in each case as if such prohibited legal action against Seller or Principal had personally done such act, and the Sellers’ Representative hereby accepts such appointment. Unless otherwise agreed by the Sellers, any proceeds received by the Sellers’ Representative from Buyer on behalf of the Sellers shall be distributed to the Sellers as promptly as practicable by the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative in accordance with the terms and advisers provisions of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements this Agreement and the other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONTransaction Documents.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably constitutes, designates and unconditionally appoint Nephron Pharmaceuticals Corporation as the appoints, authorizes and empowers Sellers’ Representative of all Sellers(and each successor appointed in accordance with Section 11.8(c)), as the its, sole, exclusive, true and lawful representative, agent and attorney-in-fact for of such Seller, with full power of substitution or resubstitution, but without the right to assign its rights or delegate its duties without the prior written consent of Sellers, and subject to Section 11.8(b), to perform all such acts (or to omit from taking any action), on behalf of each such Seller, and irrevocably agree that the taking as are required, authorized or contemplated by the Sellers’ Representative of any and all actions this Agreement and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectstransactions contemplated hereby, including without limitation the exercise of the power to and authority to: (i) receive from Buyer execute and disburse deliver all documents necessary or desirable to Sellers any payments constituting any part carry out the intent of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, this Agreement; (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts determine whether the conditions to Closing in Section 7 have been satisfied; (iii) serve as the named party with respect to any claim for indemnification by any Buyer Indemnified Party and to resolve such claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the as Sellers’ Representative in connection with its sole discretion deems appropriate; (iv) give and receive any and all notices pursuant to this Agreement Agreement; (v) grant any consent, approval or waiver under this Agreement; (vi) approve waivers, clarifications or post-Closing modifications to this Agreement; (vii) review the Preliminary Statement and the other Transaction Documents provide notice to which the Sellers are a partyBuyer under Section 2.3(b)(iv) of any items of disagreement related thereto or approval thereof, and Sellers agree upon any resolution of any dispute with respect thereto; (viii) review each EBITDA Statement and provide notice to Buyer shall only be required to acknowledge under Section 2.4(a) of any items of disagreement related thereto or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has notapproval thereof, and will notagree upon any resolution of any dispute with respect thereto; (ix) resolve or otherwise defend any Buyer Indemnified Party as described herein, threaten or commence or join acting in good faith, including (A) to resolve a disputed claim for indemnification asserted by any such Buyer Indemnified Party pursuant to Section 9, and (B) to defend any such Buyer Indemnified Party from any Loss under Section 9, including, where appropriate, retaining legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court counsel or other tribunal, to assert any claim against the advisors in furtherance of that defense; and (x) perform each such act and thing whatsoever that Sellers’ Representative may be or its advisors for acting in such capacity with respect is required to this Agreement do, or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the which Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice its sole discretion determines is desirable to do, pursuant to or to carry out the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONintent of this Agreement, and to amend or supplement of the foregoing.

Sellers’ Representative. By execution (a) For purposes of this AgreementAgreement and the Transaction Documents, each Seller hereby agrees to the Sellers hereby irrevocably appointment of the Sellers’ Representative, and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, is hereby constituted and appointed as the representative, agent, and attorney-in-fact of each Seller, with full power and authority in the name of and for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of Seller to take any and all actions and the making of make any decisions required or permitted to be taken by it them under or contemplated by a Seller under this Agreement or any Agreement, the Transaction Documents to which and the Sellers are a party are other documents, agreements, certificates, schedules or other instruments contemplated hereby authorized and approved in all respectsor thereby, including without limitation the exercise of the power to (i) receive from Buyer execute this Agreement, the Transaction Documents and disburse any other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby, including all amendments to Sellers any payments constituting any part of the Purchase Price such documents, and receive and disburse from and to any Party take all actions required or any Third Party which may be contemplated permitted to be made taken under the Transaction Documentssuch documents, (ii) authorize release from the Indemnification Escrow Funds, in satisfaction of indemnification or other claims contemplated by this Agreement or any Transaction Document (subject to the terms of this Agreement, the Escrow Agreement and the Disbursing Agent Agreement), (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims or disputesother claims, (iiiiv) resolve any indemnification claims or disputesother claims, (v) authorize the release of the Sellers’ Representative Fund Amount or otherwise control the Sellers’ Representative Fund Amount and to do or refrain from doing all such further acts and things, (vi) receive and forward notices and communications pursuant to this Agreement and any Transaction Document and (ivvii) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and Agreement, the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionany other documents, settlement agreements, certificates, schedules or other handling of all indemnification claims, rights instruments contemplated hereby or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONthereby.

Sellers’ Representative. (a) By execution of consenting to this Agreement, or accepting any consideration as contemplated by Article 2, each Rolling Company Unitholder appoints, authorizes and empowers Lake Street to act as a representative for the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as benefit of the Sellers’ Representative of all SellersRolling Company Unitholders, as the sole and exclusive agent and attorney-in-fact for and to act on behalf of each such SellerRolling Company Unitholder for all purposes under this Agreement and the Ancillary Documents, and irrevocably agree that whether prior to or following the taking by Closing. Without limiting the generality of the foregoing, the Sellers’ Representative of shall have the full power and authority and shall be required to take any and all actions on behalf of the Rolling Company Unitholders that is necessary, appropriate or desirable to carry out all of the duties, responsibilities and obligations of the Sellers’ Representative under this Agreement and the making Ancillary Documents, including the power and authority to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered in connection therewith, including to execute and deliver any decisions Ancillary Documents to which Sellers’ Representative is a party (with such modifications or changes therein as to which the Sellers’ Representative, in his sole and absolute, discretion, shall have consented); (ii) execute and deliver, and receive deliveries of, all agreements, certificates, statements, notices, approvals, extension, waivers, undertakings, amendments and other documents required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which given in connection with the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise consummation of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be transactions contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of by this Agreement and the Transaction Documents. The Ancillary Documents to which Sellers’ Representative has authority is a party; (iii) execute and power to act on behalf of the Sellers with respect to this Agreement deliver such amendments, modifications, waivers and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative consents in connection with this Agreement and the other Transaction any Ancillary Documents to which Sellers’ Representative is a party and the Sellers are consummation of the transactions contemplated hereby and thereby; (iv) receive service of process in connection with any claims under this Agreement and the Ancillary Documents to which Sellers’ Representative is party; (v) make any calculations and determinations and settle any matters on behalf of all Rolling Company Unitholders in connection with this Agreement (including the issuance of Earn Out Shares contemplated by Section 2.6), (vi) assert or pursue on behalf of the Rolling Company Unitholders any Proceeding or investigation against any of the other Parties, consenting to, compromising or settling any such Proceedings or investigations, conducting negotiations with any of the other Parties and their respective Representatives regarding such Proceeding or investigations, and, in connection therewith, to: (A) assert or institute any Proceeding or investigation; (B) investigate, defend, contest or litigate any Proceeding or investigation initiated by PTIC II or any other Person, or by any Governmental Entity against any Rolling Company Unitholders and receive process on behalf of any or all Rolling Company Unitholders in any such Proceeding or investigation and compromise or settle on such terms as the Sellers’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Sellers’ Representative may deem advisable or necessary and (D) file and prosecute appeals from any decision, judgment or award rendered in any such Proceeding or investigation; (vii) to refrain from enforcing any right of any Rolling Company Unitholder arising out of or under or in any manner relating to this Agreement or any Ancillary Document to which the Sellers’ Representative is a party, and Sellers and Buyer including by providing waivers or extensions of time to perform any covenant or obligation; provided, however, that no such failure to act on the part of the Sellers’ Representative, except as otherwise provided in this Agreement or in any Ancillary Document to which Sellers’ Representative is a party, shall only be required to acknowledge deemed a waiver of any such right or act upon written communication interest by any such Rolling Company Unitholder unless such waiver is in writing signed by the waiving party or by the Sellers’ Representative. Each Seller agrees that he, she or it has notas applicable and (viii) to make, execute, acknowledge and will notdeliver all such other statements, threaten or commence or join any legal actionagreements, which term includesguarantees, without limitationorders, any demand for arbitration proceedings receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and any complaint to any foreignother writings, federaland, state or local agency, court or other tribunalin general, to assert do any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect and all things and to this Agreement or the other Transaction Documents. If take any Seller commences or joins any such prohibited legal and all action against that the Sellers’ Representative, such Seller agrees in his sole and absolute discretion, may consider necessary or proper or convenient in connection with or to promptly indemnify carry out the transactions contemplated by this Agreement and all Ancillary Documents to which Sellers’ Representative and advisers is party (including, for the avoidance of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all lossesdoubt, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONconnection with Article 2).

Sellers’ Representative. By execution of this Agreement, the (a) The Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-agent and attorney in fact for and on behalf of each such Seller, the Sellers to (i) interpret the terms and irrevocably agree that the taking by the Sellers’ Representative provisions of any and all actions this Agreement and the making Ancillary Agreements (other than the Employment Agreement), (ii) execute, deliver and receive deliveries of any decisions all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be taken by it or by a Seller given in connection with this Agreement, the Ancillary Agreements (other than the Employment Agreement) and the consummation of the transactions contemplated hereby, (iii) receive service of process in connection with any claims under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsAgreement, (iiiv) agree to, negotiate, enter into settlements and compromises of, assume the defense of any Proceedings, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputessuch Proceedings, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing, conditions (v) give and limitations receive notices and communications, (vi) make any determinations and settle any matters related to any Tax matters pursuant to Article IX, the matters contemplated by Section 2.9, (vii) administer, pay out, deduct, hold back or redirect any funds (including any Earnout Shares and/or Earnout Company Units), which may be payable or distributable to any Sellers pursuant to the terms of this Agreement and or any Ancillary Agreement (other than the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of Employment Agreement) for, (A) any amount that may be payable by the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement Agreement, including Section 2.9 and the Article IX or (B) any costs, fees, expenses and other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken liabilities incurred by the Sellers’ Representative Representative, acting in such capacity, in connection with this Agreement and the Ancillary Agreements (other Transaction Documents to which than the Sellers are a partyEmployment Agreement), and Sellers and Buyer shall only be required to acknowledge (viii) take all actions necessary or act upon written communication signed by appropriate in the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against judgment of the Sellers’ Representative or its advisors for acting on behalf of the Sellers in such capacity connection with respect to this Agreement or and the Ancillary Agreements (other Transaction Documents. If any Seller commences or joins any such prohibited legal action against than the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONEmployment Agreement).

Sellers’ Representative. By execution of this Agreement, the The Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation Xxxxxx X’Xxxxx as the Sellers’ representative of Sellers under this Agreement (the “Representative”), and agree that the Representative of all Sellers, shall act as the exclusive agent and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers any Seller with respect to any and all matters, claims, controversies, or disputes arising out of the terms of this Agreement. In the event of resignation of Xxxxxx X’Xxxxx as the Representative, a successor may be appointed by Sellers in respect of whom a majority of the monies held pursuant to the Escrow Agreement has been deposited. The Representative shall have the power to take any and all actions which the Representative believes are necessary or appropriate or in the best interests of Sellers, as fully as if each such Seller was acting on its, his or her own behalf with respect to all matters concerning the Sellers or any of them following the Closing Date, including with respect to (i) all claims for indemnification under this Agreement, and (ii) the resolution of all matters related to the Closing Assumed Current Liabilities pursuant to Section 3.2, and the other Transaction Documents and Representative may take any action or no action in connection therewith as the dispositionRepresentative may deem appropriate as effectively as any Seller could act itself, including the settlement or other handling compromise of any dispute or controversy. Further, the Representative is hereby authorized to execute amendments to this Agreement, on behalf of all indemnification claimsSellers, including for purposes of extending the time of performance or the time of expiration of any rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentsof Buyer hereunder. The Sellers irrevocably agree authority granted hereunder is deemed to be bound coupled with an interest. Buyer shall have the right to rely on any actions taken or omitted to be taken by all the Representative as being the act or omission of any Seller, without the need for any inquiry, and any such actions or omissions shall be binding upon each Seller. The Representative shall incur no Liability, or expense as a result of any action taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partygood faith hereunder, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join including any legal action, which term includes, without limitation, any demand for arbitration proceedings fees and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement, the Sellers (a) Each Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Bxxxxxxx Xxxx as the Sellers’ Representative of all Sellers, as the and attorney-in-fact for and to act on behalf of each such Seller, Seller with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of to take any and all actions and the making of make any decisions required or permitted to be taken by it Sellers individually or by a Seller under Sellers’ Representative pursuant to this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsAgreement, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from communications in connection with this Agreement and the transactions contemplated hereby, to take all actions on behalf of Sellers pursuant to this Agreement, and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing. More specifically, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has shall have the authority to make all decisions and power determinations and to act take all actions (including agreeing to any amendments to this Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law) to be given to any Seller hereunder shall be deemed so given if given to the Sellers’ Representative. Without limiting the generality of the foregoing, the Sellers’ Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. Each Sellers’ Representative shall be authorized to take all actions on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with any claims made under Section 4.07 of this Agreement and the other Transaction Documents Agreement, to which the Sellers are a partydefend or settle such claims, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting make payments in respect of such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers claims on behalf of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution Each of the Shareholders and the Companies hereby appoints Fasken Xxxxxxxxx XxXxxxxx (Xxxxxxxx Xxxxx) as its representative (the “Sellers’ Representative”), authorized to act on its behalf for all purposes of the transactions contemplated by this Agreement, and agrees that at all times after the date hereof, the Buyer shall be entitled to deal exclusively with the Sellers’ Representative with respect to all matters that are the subject of this Agreement, including the Sellers hereby irrevocably delivery of certificates and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and other documents on behalf of each such Sellerany Shareholder or Company, the payment of amounts due to the Shareholders or Companies hereunder, and irrevocably agree that the taking by the Sellers’ Representative delivery of any and all actions notices regarding indemnification. All rights of Shareholders and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsCompanies, including without limitation the exercise of the power rights to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may indemnification, shall be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed exercisable exclusively by the Sellers’ Representative. Each Seller agrees that he, she or it has not, Company and will not, threaten or commence or join each Shareholder shall be liable jointly and severally for any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against breach of this Agreement by the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction DocumentsRepresentative. If any Seller commences Fasken Xxxxxxxxx DuMoulin (Xxxxxxxx Xxxxx) should resign, die or joins any such prohibited legal action against otherwise become unable to serve as the Sellers’ Representative, the Shareholders and the Companies shall be obligated, within 10 days following any such Seller agrees event, to promptly indemnify elect, by plurality vote, another Sellers’ Representative and advisers to deliver notice of such election to the Buyer. The Buyer and their Affiliates shall have no liability to any Shareholder or any Company for any acts or omissions of the Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all lossesRepresentative, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges any acts or omissions taken or not taken by the Buyer at the direction of attorneys incurred by the Sellers’ Representative and/or its advisers in defending such action as well as Representative. Upon any monetary judgment obtained against payment to the Sellers’ Representative in such action. The Sellers’ Representative may resign at accordance with this Agreement, the Buyer shall be deemed to have fully satisfied any time upon 30 days written notice and all obligations to any Shareholder or any Company with respect to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONamount of such payment.

Sellers’ Representative. By execution of this Agreement, the (a) Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree have agreed that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted it is desirable to be taken by it or by designate a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power representative to act on behalf of the Sellers for certain limited purposes, as specified herein. Each Seller hereby appoints the Sellers’ Representative to act as the such Seller’s true and lawful attorney-in-fact with full power of substitution to (i) determine the Final Purchase Price and to pay Sellers’ expenses in connection with the determination of the Final Purchase Price, (ii) execute and deliver the Escrow Agreement on behalf of Sellers and take all actions contemplated by the Escrow Agreement on behalf of Sellers, (iii) execute all documents and take all other actions that may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, (iv) make all determinations, elections, consents, notices, agreements and other actions permitted or required under or pursuant to this Agreement and the Escrow Agreement, (v) administer this Agreement and the Escrow Agreement, (vi) amend or waive any term of this Agreement and the Escrow Agreement, (vii) settle, compromise or otherwise resolve any claim or dispute under or with respect to this Agreement and the other Transaction Documents and the dispositionEscrow Agreement, settlement or other handling of all including any claim for indemnification claims, rights or obligations arising from and taken asserted pursuant to Article VIII, and (viii) otherwise exercise all rights of the Sellers and otherwise act on behalf of the Sellers under this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative Escrow Agreement or in connection with the transactions contemplated by this Agreement and the other Transaction Documents to which Escrow Agreement, in each case as if the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each applicable Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in had personally done such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONact.

Sellers’ Representative. By the execution and delivery of this Agreement, each of the Sellers and the WCAS Blocker on behalf of themselves and their respective successors and permitted assigns hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the true and lawful agent and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions Sellers and the making WCAS Blocker with full power of any decisions required or permitted substitution to be taken by it or by a Seller under this Agreement or any Transaction Documents to which act in the name, place and stead of the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts WCAS Blocker with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, the transactions contemplated by this Agreement in accordance with the terms and (iv) take all actions necessary in the judgment provisions of this Agreement. The appointment of the Sellers’ Representative for the accomplishment will be deemed coupled with an interest and will be irrevocable, and Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the other terms, conditions and limitations of this Agreement and the Transaction DocumentsSellers’ Representative in all matters referred to herein. The Sellers’ Representative has authority and power will not be responsible to act on behalf the Sellers or the WCAS Blocker for any loss or damages the Sellers or the WCAS Blocker may suffer by the performance of the Sellers with respect to Sellers’ Representative’s duties under this Agreement and the Agreement, other Transaction Documents and the disposition, settlement than loss or other handling of all indemnification claims, rights or obligations damage arising from willful violation of the law or gross negligence in the performance of the Sellers’ Representative’s duties under this Agreement. Buyer may rely on the appointment and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by authority of the Sellers’ Representative in connection with granted pursuant to this Agreement Section 8.15 (or any successor thereof). In so doing, such parties may rely on any and the other Transaction Documents to which the Sellers are a party, all actions taken by and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by decisions of the Sellers’ Representative. Each Seller agrees that heRepresentative under this Agreement notwithstanding any dispute or disagreement among any of the Sellers, she the WCAS Blocker or it has notthe Sellers’ Representative with respect to any such action or decision without any liability to, and will not, threaten or commence or join any legal action, which term includes, without limitationobligation to inquire of, any demand for arbitration proceedings and any complaint to any foreignSeller, federalthe WCAS Blocker, state or local agencythe Company, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the any other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPerson.

Sellers’ Representative. By execution of Each Seller by executing this Agreement, the Sellers Agreement hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxx X. Xxxxxx as Sellers’ Representative, with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the Contemplated Transactions. Each Seller hereby appoints Sellers’ Representative of all Sellers, as (a) the agent and true and lawful attorney-in-fact of such Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement, and (b) the agent for service of process for such Seller, and such Seller hereby irrevocably agree that consents to the taking by the Sellers’ Representative service of any and all actions and the making process in any action or proceeding arising out of any decisions required or permitted relating to be taken by it or by a Seller under this Agreement or any Transaction Documents by the delivery of such process to Sellers’ Representative. Without limiting the generality of the foregoing, the power of Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of this Agreement, which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of power shall include the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part payment or transfer of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated funds to be made under the Transaction Documentspursuant this Agreement on behalf of such Seller, (ii) agree to, negotiate, enter into settlements waive any and compromises all conditions of and comply with orders of courts with respect to any indemnification claims or disputesthis Agreement, (iii) resolve amend, modify or supplement this Agreement in any indemnification claims or disputesrespect, and (iv) defend, negotiate or settle any claims or actions for indemnity pursuant to Article 8, (v) retain legal counsel or accountants and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel or accountants, (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required hereunder, (viii) take all actions necessary in the judgment of the such other action and to do all such other things as Sellers’ Representative for the accomplishment of the other termsdeems necessary, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers appropriate, desirable or advisable with respect to this Agreement and (ix) perform its obligations as set forth in, and in accordance with, this Agreement. Each Seller agrees that Buyer and its Affiliates shall have the other Transaction Documents absolute right and authority to rely upon the disposition, settlement acts taken or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree omitted to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which on behalf of the Sellers are a partyand shall have no Liability with respect thereto, and Sellers none of Buyer or any of its Affiliates shall have any duty to inquire as to the acts and Buyer shall only be required to acknowledge or act upon written communication signed by the omissions of Sellers’ Representative. Each Seller agrees that heall deliveries by Buyer, she or it has not, and will not, threaten or commence or join including any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunalpayment of funds under Article 2, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity shall be deemed deliveries to the Sellers; Buyer shall not have any Liability with respect to this Agreement any aspect of the distribution or the other Transaction Documents. If any Seller commences or joins any communication of such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify deliveries between Sellers’ Representative and advisers any Seller; and any disclosure made to Sellers’ Representative by or on behalf of Buyer shall be deemed to be a disclosure made to each Seller. Each Seller that makes a claim against Buyer alleging the lack of authority of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative shall indemnify Buyer and its Affiliates for all losses, liabilities, reasonable costs or expensesany damages suffered, including without limitation all reasonable fees, disbursements attorneys’ fees and other charges costs, as a result of attorneys incurred Buyer’s good faith reliance on the acts or omissions of Sellers’ Representative. Each Seller agrees that any payment made by or on behalf of Buyer to Sellers’ Representative on a Seller’s behalf shall be deemed a direct payment to a Seller, and no Seller shall have any recourse against Buyer or any of its Affiliates in the event that such payment is not delivered to such Seller by Sellers’ Representative and/or its advisers in defending such action for any reason. In the event the Seller Representative refuses to, or is no longer capable of, serving as well as any monetary judgment obtained against the Sellers’ Representative in such action. The hereunder, the Sellers shall promptly appoint a successor Sellers’ Representative may resign at any time upon 30 days written notice who shall thereafter be a successor Sellers’ Representative hereunder, and Sellers’ Representative shall serve until such successor is duly appointed and qualified to act hereunder. Sellers’ Representative shall promptly forward to each Seller all notices he receives regarding or arising under this Agreement and shall keep each Seller fully informed on all matters relating to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONdefense, negotiating, and settlement of any claim or action for indemnity pursuant to this Section 9.18, including but not limited to the selection and retention of legal counsel or accountants in connection with any such claim or action.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Each Seller agrees that Sellers’ Representative of all Sellers, is hereby constituted and appointed as the agent and attorney-in-fact with full power and right of substitution, for and on behalf of each such Seller, with the sole and irrevocably agree that the taking by the Sellers’ Representative exclusive right and power on behalf of each Seller to execute and deliver any and all actions certificates and the making of any decisions other documents required or permitted to be taken executed and delivered by it or by a any Seller under this Agreement or any Transaction Documents hereunder, to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from communications hereunder and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to transactions contemplated by this Agreement and the other Transaction Documents (except to the extent that this Agreement or any other Transaction Document expressly contemplates that the foregoing shall be done by such Seller individually). No bond shall be required of Sellers’ Representative, and the dispositionSellers’ Representative shall receive no compensation for services rendered. Notices or communications to or from Sellers’ Representative shall constitute notice to or from Sellers. A decision, settlement act, consent or other handling instruction of Sellers’ Representative shall constitute a decision of all indemnification claimsSellers and shall be final, rights binding and conclusive upon each Seller, and Buyer may rely upon any written decision, act, consent or obligations arising from instruction of Sellers’ Representative as being the decision, act, consent or instruction of each Seller. Each Seller, individually on behalf of itself and taken its Affiliates, hereby acknowledges that, subject to the timely payment by Buyer of the Consideration pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge have no liability or act upon written communication signed by the responsibility whatsoever for any failure of Sellers’ Representative. Each Representative to make any further payment of funds payable under this Agreement to such Seller agrees that hein accordance with its applicable Selling Percentage or Xxxxxxxx/Wolf Selling Percentage, she or it has not, and will not, threaten or commence or join any legal action, which term includesas the case may be (including, without limitation, payment of such Seller’s portion of the Consideration). Buyer is hereby relieved from any demand for arbitration proceedings and any complaint liability to any foreignPerson for any acts done by it in accordance with such decision, federalact, state consent or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the instruction of Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at shall not have the authority to act on behalf of, or otherwise bind, any time upon 30 days written notice Seller with respect to any alleged breach by such Seller of Article IV or any alleged breach by such Seller of any covenant or agreement under this Agreement to be performed by such Seller after the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONClosing.

Sellers’ Representative. By execution of this Agreement(a) Each Seller Party hereby irrevocably designates and appoints Rxxxxx X. Xxxxxx as, and Rxxxxx X. Xxxxxx hereby irrevocably accepts the designation as and agrees to be, the Sellers hereby irrevocably representative of the Seller Parties as described in this Section 2.5 and unconditionally appoint Nephron Pharmaceuticals Corporation as elsewhere in this Agreement and the Ancillary Agreements (in such capacity, “Sellers’ Representative”). Sellers’ Representative of all Sellers, is designated as the attorney-in-attorney in fact and agent for and on behalf of each such SellerSeller Party and its respective heirs, successors and irrevocably agree that assigns with respect to the taking by exercise of the Sellers’ Representative of any and power to: (i) take all actions and make all decisions with respect to the making payment at the Closing and adjustments thereof contemplated by Sections 2.3, 2.4, 2.11 and 2.12, including to deliver the Estimated Statement and negotiate and agree on a Final Statement and the Initial Statement pursuant to Sections 2.3 and 2.4; and to deliver the Initial Unfunded Liability Statement and to negotiate and agree on the Final Unfunded Liability Statement pursuant to Section 2.11; and to deliver the Initial Change in Control Payment Statement and to negotiate and agree on the Final Change in Control Payment Statement pursuant to Section 2.12, (ii) designate the account (or accounts) to which payments by Buyer shall be made pursuant to this Agreement; (iii) take all actions and make all decisions with respect to claims for indemnification under Article VII and with respect to amounts owed under this Agreement, including to litigate, arbitrate, resolve, settle or compromise any claim under Section 2.4, Section 2.11 or Section 2.12 or any claim for indemnification made pursuant to Article VII; (iv) designate the Closing Date and place pursuant to Section 2.6; (v) participate in and control any Tax Contest in connection with any Tax Claim and settle or otherwise resolve any Tax Claim, in each case pursuant to Section 5.5(a)(ix); (vi) provide and receive notices on behalf of the Seller Parties under this Agreement or any other document delivered in connection herewith or therewith; (vii) take all other actions and make all other decisions required or permitted to be taken by it or by a Seller Sellers’ Representative under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, Ancillary Agreement and (ivviii) take all actions necessary in the sole judgment of the Sellers’ Representative for the accomplishment of the other termsforegoing (each of clauses (i) through (viii) in the foregoing, conditions and limitations of this Agreement and the Transaction Documentsa “Designated Purpose”). The Sellers’ Representative has shall have no authority and or power to act on behalf of Buyer or the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsCompanies. The Sellers irrevocably agree to Seller Parties shall be bound by all and any such actions taken and documents executed by the Sellers’ Representative in connection with each Designated Purpose, and Buyer shall be entitled to rely on any action or decision of Sellers’ Representative. Notices or communications to or from Sellers’ Representative shall constitute notice to or from each and all Seller Parties. In performing the functions specified in this Agreement, Sellers’ Representative may act upon any instrument or other writing believed by Sellers’ Representative 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 it of its duties pursuant to the provisions of this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ RepresentativeAncillary Agreements. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting shall be indemnified and held harmless by the Seller Parties, jointly and severally, and in such capacity accordance with respect to this Agreement or each Seller Party’s applicable Pro Rata Share, from and against any Losses incurred on the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify part of Sellers’ Representative and advisers arising out of or in connection with the acceptance or administration of its duties hereunder. No bond shall be required of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTRepresentative and Sellers’ Representative shall receive no compensation for services hereunder. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable Any out-of-pocket costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys expenses incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the connection with actions taken by Sellers’ Representative in such actionconnection with each Designated Purpose including the hiring of legal counsel and the incurring of legal fees and costs shall be the responsibility of the Seller Parties (allocated among them in accordance with Section 2.10). The Without limiting the generality of the foregoing, Sellers’ Representative may resign at any time upon 30 days written notice shall have full power and authority to interpret all the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONterms and provisions of this Agreement and the Ancillary Agreements on behalf of all the Seller Parties and their respective heirs, successors and assigns.

Sellers’ Representative. By (a) Each Seller, by virtue of its execution of this Agreement, the Sellers hereby irrevocably makes, constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative Representative, with full power of all Sellerssubstitution and re-substitution, as the its true and lawful attorney-in-fact for him, her or it and on behalf of each such Sellerin his, her or its name, place, and irrevocably agree that stead to sign, execute, deliver and perform any Transaction Documents required to be executed by such Seller (or any Transaction Documents by which Seller is otherwise bound), to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Document, to enforce the taking obligations of the Purchaser and the Company under this Agreement or any other Transaction Document, to give and receive all notices required or permitted by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any other Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsDocument, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to defend and/or settle any indemnification claims made by the Purchaser or disputesthe Company or any other Indemnified Person pursuant to the terms of this Agreement or any other Transaction Document (to the extent such claims are to be satisfied out of the Escrow Funds), (iii) resolve any indemnification claims hereby ratifying and confirming that the Sellers’ Representative may do or disputescause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and (iv) take all actions necessary in shall survive the judgment Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of any Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Seller executing any Transaction Document with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Seller. Each Seller hereby forever releases and discharges the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority from any and power to act all liability which may arise in connection with the Sellers’ Representative’s performance in good faith and any acts or omissions which such Sellers’ Representative takes on behalf of the Sellers and their shareholders in accordance with respect to the terms of this Agreement and limited power of attorney, except in the other Transaction Documents and the disposition, settlement case of gross negligence or other handling willful misconduct of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution (a) Each Seller, on behalf of itself and each of its successors, assigns and heirs, hereby irrevocably appoints Xxxxxxxxxx Xxxxxxx, as such Sellers’ representative and exclusive agent (the “Sellers’ Representative “), to act on behalf of Sellers in connection with, and to facilitate, any and all transactions arising from, in connection with an incident to the transactions contemplated hereby. In such capacity, Sellers’ Representative shall have the sole and exclusive power and authority to perform all actions required or permitted to be performed by Sellers’ Representative on behalf of Sellers under this Agreement or any other Transaction Document. A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision, act, consent or instruction from Sellers and shall be final, binding and conclusive as to Sellers. Purchaser may rely upon any such decision, act, consent or instruction of Sellers’ Representative as being the decision, act, consent or instruction of Sellers. Purchaser is hereby relieved from any liability to any persons for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ Representative. In furtherance of the foregoing, any reference to a power of Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in Sellers’ Representative. 54 (b) Sellers’ Representative shall have no liability to any Seller with respect to actions taken or omitted to be taken in Sellers’ Representative’s capacity as Sellers’ Representative, except with respect to any liability resulting from the Sellers hereby irrevocably Sellers’ Representative’s gross negligence or willful misconduct. Sellers’ Representative shall be entitled to rely upon any directions received from any Seller; provided, however, that Sellers’ Representative shall not be required to follow any such direction, and unconditionally appoint Nephron Pharmaceuticals Corporation shall be under no obligation to take any action in its capacity as Sellers’ Representative, unless Sellers’ Representative has been provided with funds, security or indemnities which, in the sole determination of Sellers’ Representative, are sufficient to protect Sellers’ Representative against the costs, expenses and liabilities which may be incurred by Sellers’ Representative in responding to such direction or taking such action. Sellers’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as Sellers’ Representative shall deem necessary in connection with exercising Sellers’ Representative powers and performing Sellers’ Representative function hereunder and (in the absence of bad faith on the part of Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of such persons. Sellers’ Representative shall be entitled to reimbursement by Sellers, in proportion to each such Seller’s equity ownership of the Company immediately prior to the Closing, for all reasonable expenses, disbursements and advances (including fees and disbursements of Sellers’ Representative counsel, experts and other agents and consultants) incurred by Sellers’ Representative in such capacity, and for indemnification, by Sellers, against any loss, liability or expenses arising out of actions taken or omitted to be taken in Sellers’ Representative capacity as the Sellers’ Representative (except for those arising out of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she ’s gross negligence or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenseswillful misconduct), including without limitation all reasonable fees, disbursements the costs and other charges expenses of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actioninvestigation and defense of claims. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***Signature Page Follows] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.55

Sellers’ Representative. By execution of this Agreement, the Sellers Xxxxxx is hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appointed as the Sellers’ Representative representative of all SellersSellers under this Agreement and the Escrow Agreement (the “Representative”), and shall act as the exclusive agent and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers any Seller with respect to any and all matters, claims, controversies, or disputes arising out of the terms of this Agreement or the Escrow Agreement (excluding those among Sellers). In the event of resignation of Xxxxxx as the Representative, a successor may be appointed by Sellers in respect of whom a majority of the monies held pursuant to the Escrow Agreement has been deposited. The Representative shall have the power to take any and all actions which the Representative believes are necessary or appropriate or in the best interests of Sellers, as fully as if each such Seller was acting on his or her own behalf with respect to all matters concerning Sellers regarding this Agreement or the Escrow Agreement following the Closing Date, including with respect to (i) all claims for indemnification under this Agreement, and (ii) the resolution of all matters related to the Assumed Current Liabilities and Final Assumed Current Liabilities pursuant to Section 3.2, and the other Transaction Documents and Representative may take any action or no action in connection therewith as the dispositionRepresentative may deem appropriate as effectively as any Seller could act himself or herself, including the settlement or other handling compromise of any dispute or controversy. Without limiting the generality of the foregoing, Sellers hereby authorize and direct the Representative to execute and deliver the Escrow Agreement at the Closing and to act as the “Representative” thereunder, pursuant to the terms of this Section 10.12. Further, the Representative is hereby authorized to execute amendments to this Agreement, on behalf of all indemnification claimsSellers, including for purposes of extending the time of performance or the time of expiration of any rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentsof Buyer hereunder. The Sellers irrevocably agree authority granted hereunder is deemed to be bound coupled with an interest. Buyer shall have the right to rely on any actions taken or omitted to be taken by all the Representative as being the act or omission of any Seller, without the need for any inquiry, and any such actions or omissions shall be binding upon each Seller. The Representative shall incur no Liability, or expense as a result of any action taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a partygood faith hereunder, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join including any legal action, which term includes, without limitation, any demand for arbitration proceedings fees and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution Each Selling Shareholder hereby appoints Mr. Yising Chan (the “Sellers’ Representative”) as such Selling Shareholder’s attorney-in-fact and representative, (i) to do any and all things and to execute any and all documents or other papers, in each such Selling Shareholder’s name, place and stead, in any way in which each such Selling Shareholder could do if personally present, in connection with this Agreement and the applicable Ancillary Documents and the transactions contemplated hereby and thereby, (ii) to amend, cancel or extend, or waive the terms of, this Agreement and any of the Ancillary Documents in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders, (iii) to act on behalf of such Selling Shareholder with respect to any claims (including the settlement thereof) made by Buyer or such Selling Shareholder for indemnification pursuant to Article X or any dispute arising under Section 2.8 in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders or which does not relate to a breach by such Selling Shareholder specifically, of its representations, warranties or obligations in connection with this Agreement, Agreement and the Sellers applicable Ancillary Documents. The power of attorney granted hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation is coupled with an interest. In the event that the Sellers’ Representative becomes unable or unwilling to continue in his or her capacity as the Sellers’ Representative under this Agreement, the Selling Shareholders shall promptly appoint a successor Sellers’ Representative by written notice to Buyer, and the appointment of all such successor Sellers, ’ Representative shall become effective only upon Buyer’s receipt of such written notice. Each Selling Shareholder hereby agrees that any successor Sellers’ Representative so selected by such Selling Shareholder shall be entitled to act as the attorney-in-fact for and such under this Agreement on behalf of each such SellerSelling Shareholder. All references herein to the Sellers’ Representative shall include any such successor Sellers’ Representative. Except as otherwise expressly set forth herein, and irrevocably agree that the Selling Shareholders hereby consent to the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller such Selling Shareholders under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction DocumentsAgreement. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to Selling Shareholders shall be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge his or act upon written communication signed by her capacity as the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONARTICLE III.

Sellers’ Representative. By execution of this Agreement, the Sellers Each Seller Party agrees that Xxxxxx Xxxxxxx is hereby irrevocably constituted and unconditionally appoint Nephron Pharmaceuticals Corporation appointed as the Sellers’ Representative of all Sellers, as the agent and attorney-in-fact as the “Sellers’ Representative”, with the sole and exclusive right and power, for and on behalf of each such SellerSeller Party, to execute and irrevocably agree that the taking by the Sellers’ Representative of deliver any and all actions certificates and the making of any decisions other documents required or permitted to be taken executed and delivered by it or by a any Seller under this Agreement or any Transaction Documents Party hereunder, to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price give and receive notices and disburse from and communications hereunder, to any Party or any Third Party which may be contemplated make claims against Buyer hereunder, to be made under the Transaction Documentsagree to, (ii) agree object to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, without limitation, claims arising under Article X of this Agreement and disputes arising under Article II of this Agreement, to make amendments and grant waivers hereunder or any indemnification claims or disputes, (iii) resolve any indemnification claims or disputesother Ancillary Document, and (iv) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all foregoing and any such other actions taken by that the Sellers’ Representative may, in his sole discretion, determine to be appropriate in connection with this Agreement the consummation of the purchase and sale of the other Transaction Documents to which Purchased Interests or the Sellers are a partyTransactions. No bond shall be required of Sellers’ Representative, and Sellers Sellers’ Representative shall receive no compensation for services rendered. Notices or communications to or from Sellers’ Representative shall constitute notice to or from the Company and Buyer shall only each Seller Members, as applicable. The Seller Members agree and acknowledge that the power of attorney granted in this Section 6.07: (i) is coupled with an interest and is irrevocable; and (ii) may be required to acknowledge or act upon written communication signed delegated by the Sellers’ Representative. Each In the event of the death, incapacity or resignation of Xxxxxx Xxxxxxx, then, the remaining Seller agrees that heMembers shall jointly elect a new Sellers’ Representative by a vote of the holders of a majority of the Purchased Interests listed on Schedule D hereto. A decision, she act, consent or it has notinstruction of Sellers’ Representative shall constitute a decision of all of Seller Members and shall be final, binding and conclusive upon each of such Parties, and will notBuyer may rely upon any written decision, threaten act, consent or commence instruction of Sellers’ Representative as being the decision, act, consent or join any legal action, which term includes, without limitation, any demand for arbitration proceedings instruction of each of such Parties and any complaint Buyer shall be entitled to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against deal exclusively with the Sellers’ Representative or its advisors for acting in such capacity with respect on all matters relating to this Agreement or the other Transaction Documentsany of any Ancillary Document. If Buyer is hereby relieved from any Seller commences Liability to any person for any acts done by it in accordance with such decision, act, consent, or joins any such prohibited legal action against the instruction of Sellers’ Representative. Sellers’ Representative shall, at the expense of the Seller Members, be entitled to engage such counsel, experts and other agents and consultants as Sellers’ Representative shall deem necessary in connection with exercising his powers and performing his function hereunder and (in the absence of willful misconduct on the part of Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. Sellers’ Representative shall have no liability to any of Seller agrees to promptly Members for any actions taken by him in his capacity as Xxxxxxx’ Representative (in the absence of willful misconduct). Each Seller Party will severally indemnify Sellers’ Representative and advisers hold Sellers’ Representative harmless against any loss, liability or expense incurred without willful misconduct on the part of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs and arising out of or expenses, including without limitation all reasonable fees, disbursements and other charges in connection with the acceptance or administration of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as duties hereunder, including each Seller Party’s respective share of the reasonable fees and expenses of any monetary judgment obtained against legal counsel retained by the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONRepresentative.

Sellers’ Representative. By execution of Except as otherwise provided in this AgreementSection 12.7, the KSL II Management Operations, LLC (or such wholly-owned Affiliate thereof as it may hereafter designate in writing to Sellers and Purchaser) is hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appointed as the representative of Sellers under this Agreement ("Sellers’ Representative of all Sellers' Representative"), and shall act as the exclusive agent and attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers each Seller with respect to any and all matters, claims controversies, or disputes arising out of the terms of this Agreement. Sellers' Representative shall have the power to take any and all actions which Sellers' Representative believes are necessary or appropriate or in the best interests of Sellers, as fully as if each such Seller was acting on its own behalf with respect to all matters concerning Sellers or any of them following the Closing Date, including with respect to (i) all claims for indemnification under this Agreement, and (ii) the resolution of all matters related to the purchase price adjustment under Article II, and Sellers' Representative may take any action, or no action, in connection therewith as Sellers' Representative may deem appropriate as effectively as any Seller could act itself, including the settlement or compromise of any dispute or controversy; provided that this Agreement and shall not be amended, waived or modified without the other Transaction Documents and consent of each party hereto. The authority granted hereunder is deemed to be coupled with an interest. To the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken extent Sellers' Representative is permitted to take action pursuant to this Agreement and Section 12.7, Purchaser shall have the other Transaction Documents. The Sellers irrevocably agree right to rely on any actions taken or omitted to be bound taken by all Sellers' Representative as being the act or omission of any Seller, without the need for any inquiry, and any such actions or omissions shall be binding upon each Seller. Sellers' Representative shall incur no liability or expense as a result of any action taken in good faith hereunder, including any legal fees and expenses. Notwithstanding the foregoing, the provisions of this Section 12.7 shall not apply to any claim for indemnification against any Seller pursuant to Section 10.4(a), which claim shall be defended solely by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to Seller against which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any such claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONis made.

Sellers’ Representative. By execution Each of the Sellers shall appoint Metromedia as its lawful representative (the "Seller Representative") to take such actions on behalf of the Sellers as are authorized by this Agreement and as otherwise may be necessary following the Closing to more effectively consummate the transactions contemplated by this Agreement. The Seller Representative shall be authorized, in the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for name and on behalf of each such SellerSeller in his, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required her or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectsits capacity as such, including without limitation the exercise of the power to (i) receive dispute or refrain from Buyer disputing any claim made by the Sellers under this Agreement and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be agreements contemplated to be made under the Transaction Documentshereby, (ii) agree tonegotiate or compromise any dispute which may arise under and exercise or refrain from exercising remedies available under, negotiateand made any determination under, enter into settlements this Agreement and compromises of the agreements contemplated hereby, and comply with orders of courts sign any releases or other documents with respect to any indemnification claims such dispute or disputesremedy, (iii) resolve waive any indemnification claims or disputescondition contained in this Agreement and the agreements contemplated hereby, (iv) give any and all consents under this Agreement and the agreements contemplated hereby, and (ivv) take all actions necessary in give such instructions and do such other things and refrain from doing such other things as the judgment of Seller Representative shall deem appropriate to carry out the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations provisions of this Agreement and the Transaction Documentsagreements contemplated hereby. Each of the Sellers agrees that it shall be bound by all actions taken or omitted to be taken by the Seller Representatives, all notices received, and agreements and determinations made, and documents executed and delivered by the Seller Representative under this Agreement and the agreements contemplated hereby. The Sellers’ Parties shall acknowledge and agree that the Seller Representative has authority shall have no liability for acting in its capacity as such, except for such liabilities arising our of its gross negligence or willful misconduct. Each of the Sellers shall agree to indemnify and power hold the Seller Representative harmless from any claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to its actions as Seller Representative hereunder, other than any such claims, liabilities, costs and expenses finally determined by a court of competent jurisdiction to have arisen out of such Seller Representative's gross negligence or willful misconduct. The Sellers agree that the Buyer shall be entitled to deal exclusively with the Seller Representative in respect of all interactions, notices, disputes and other matters relating to the Seller's obligations under this Agreement and the Seller Representative agrees to act on behalf of the Sellers with in respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONmatters.

Sellers’ Representative. By execution (a) Upon and by virtue of this Agreementthe Company Stockholder Approval, each holder of Company Common Stock, Company Preferred Stock, In-the-Money Warrants and Common Stock Allocation Participant (collectively, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, “Selling Stockholders”) collectively and irrevocably agree that constitute and appoint Sellers Representative from and after the taking by the Sellers’ Representative of date hereof, to do any and all actions things and the making of execute any decisions and all documents that Sellers Representative determines are required or permitted to be taken by it or by a Seller Sellers Representative under this Agreement or any Transaction Documents to which and the Sellers are a party are hereby authorized and approved in all respectsagreements ancillary hereto, including without limitation with respect to any Parent Indemnified Claims (including the exercise of settlement thereof) and with respect to performing the duties or exercising the rights granted to Sellers Representative hereunder and the under the agreements ancillary hereto, which shall include the power to and authority to: (i) give and receive notices and communications to or from Buyer and disburse Parent (on behalf of itself or any other Parent Indemnified Party) and/or the Escrow Agent relating to Sellers this Agreement, the Escrow Agreement or any payments constituting any part of the Purchase Price Transactions and receive and disburse from and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any Party such notice or any Third Party which may communication shall be contemplated to be made under given or received by the Transaction Documents, Selling Stockholders individually); (ii) authorize deliveries to Parent from the Escrow Account in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Party, including by not objecting to claims thereto); (iii) object to any Parent Indemnification Claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of of, and agree to arbitration and comply with orders Orders of courts and awards or arbitrators with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, such Parent Indemnification Claims; and (ivv) take all actions necessary or appropriate in the judgment of the Sellers’ Sellers Representative for the accomplishment of, and to assert, enforce and protect the rights and interests of the Selling Stockholders with respect to, the foregoing, including to engage outside counsel, accountants and other terms, conditions advisors and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act incur such other expenses on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative Selling Stockholders in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONforegoing.

Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the (a) Sellers’ Representative is hereby appointed as agent, agent for service of all Sellers, as the process and true and lawful attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise securityholder of the Company on the date hereof (each, a “Securityholder”), with full power or substitution, to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary act in the judgment name, place and stead of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers a Securityholder with respect to this Agreement and the other Transaction Documents and the disposition, settlement transactions contemplated hereby and thereby and to take any action and make any decision required or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree permitted to be bound taken or made by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are or on behalf of a party, and Sellers and Buyer shall only be required to acknowledge Securityholder under or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents, including: (i) to act as paying agent under this Agreement and the Escrow Agreement; (ii) to give and receive notices and communications; (iii) to act for or on behalf of Sellers with respect to the escrow account created for the benefit of the Sellers and any other matter arising under this Agreement or the other Transaction Documents; (iv) to authorize delivery to Parent or any other Parent Indemnified Party of any funds and property in its possession or in the possession of the Escrow Agent in satisfaction of claims by Parent or any other Parent Indemnified Party; (v) to object to such deliveries; (vi) to negotiate, settle, compromise, agree to, commence, prosecute, participate in, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings; (vii) to comply with orders of courts and awards of courts, mediators and arbitrators with respect to such suits, claims or proceedings; (viii) to grant any consent, approval or waiver under this Agreement or any Transaction Documents, including to amend or modify this Agreement or any Transaction Documents; and (xi) to take all actions that the Sellers’ Representative may, in its sole discretion, determine to be necessary or appropriate for the accomplishment of the foregoing. If any Seller commences or joins any Sellers’ Representative shall for all purposes be deemed the sole authorized agent of each Securityholder until such prohibited legal action against time as the agency is terminated. Such agency may be changed by Sellers from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that Sellers’ Representative may not be removed unless Sellers that received at least two-thirds of the Merger Consideration agree to such removal and to the identity of the substituted representative. Any vacancy in the position of Sellers’ Representative may be filled by approval of the Sellers that received at least a majority in interest of the Merger Consideration. No bond shall be required of the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionshall not receive compensation for its services. The Notices or communications to or from the Sellers’ Representative may resign at any time upon 30 days written shall constitute notice to or from each Securityholder during the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONterm of the agency.

Sellers’ Representative. By execution of Each Seller by executing this Agreement, the Sellers Agreement hereby irrevocably constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Xxxxxxx, Xxxxx & Xxxxx, Inc., a California corporation, as Sellers’ Representative, with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby. Each Seller hereby appoints Sellers’ Representative of all Sellers, as (i) the agent and true and lawful attorney-in-fact of such Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Escrow Agreement, and (ii) the agent for service of process for such Seller, and such Seller hereby irrevocably agree that consents to the taking by the Sellers’ Representative service of any and all actions process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to Sellers’ Representative. Without limiting the generality of the foregoing, the power of Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of this Agreement and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to Escrow Agreement, which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of power shall include the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part payment or transfer of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated funds to be made under the Transaction Documentspursuant to this Agreement on behalf of such Seller, (ii) agree to, negotiate, enter into settlements waive any and compromises all conditions of and comply with orders of courts with respect to any indemnification claims or disputesthis Agreement, (iii) resolve amend, modify or supplement this Agreement in any indemnification claims or disputesrespect, and (iv) defend, negotiate or settle any claims or actions for indemnity pursuant to Article 10, (v) retain legal counsel or accountants and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel or accountants, (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required hereunder, (viii) take all actions necessary in the judgment of the such other action and to do all such other things as Sellers’ Representative for the accomplishment of the other termsdeems necessary, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers appropriate, desirable or advisable with respect to this Agreement and the other Transaction Documents Escrow Agreement and the disposition(ix) perform its obligations as set forth in, settlement or other handling of all indemnification claimsand in accordance with, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction DocumentsEscrow Agreement. The Sellers irrevocably agree Each Seller agrees that Buyer and its Affiliates shall have the absolute right and authority to rely upon the acts taken or omitted to be bound by all and any such actions taken by the Sellers’ Representative in connection on behalf of the Sellers and shall have no liability with respect thereto, and none of Buyer or any of its Affiliates shall have any duty to inquire as to the acts and omissions of Sellers’ Representative, and by approval of the transactions contemplated by this Agreement and the other Transaction Documents to which the Sellers are a partywaive any claim arising out of, and Sellers and or right to object to, any action taken by Buyer shall only or any of its Affiliates in reliance upon the acts taken or omitted to be required to acknowledge or act upon written communication signed taken by the Sellers’ Representative. Each Seller agrees that heall deliveries by Buyer, she including any payment of funds under Article 2, to Sellers’ Representative shall be deemed deliveries to the Sellers; Buyer shall not have any liability with respect to any aspect of the distribution or it has notcommunication of such deliveries between Sellers’ Representative and any Seller; and any disclosure made to Sellers’ Representative by or on behalf of Buyer shall be deemed to be a disclosure made to each Seller. Each Seller that makes a claim against Buyer alleging the lack of authority of Sellers’ Representative shall indemnify Buyer and its Affiliates for any damages suffered, including reasonable attorneys’ fees and other costs, as a result of Buyer’s good faith reliance on the acts or omissions of Sellers’ Representative. Each Seller agrees that any payment made by or on behalf of Buyer to Sellers’ Representative on a Seller’s behalf shall be deemed a direct payment to a Seller, and will not, threaten no Seller shall have any recourse against Buyer or commence or join any legal action, which term includes, without limitation, of its Affiliates in the event that such payment is not delivered to such Seller by Sellers’ Representative for any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against reason. In the event the Sellers’ Representative refuses to, or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representativeis no longer capable of, such Seller agrees to promptly indemnify serving as Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losseshereunder, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by the Sellers shall promptly appoint a successor Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the who shall thereafter be a successor Sellers’ Representative in such action. The hereunder, and Sellers’ Representative may resign at any time upon 30 days written notice shall serve until such successor is duly appointed and qualified to the Sellersact hereunder. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.77

Sellers’ Representative. By execution of this Agreement, the Sellers Each Seller hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the such Seller’s sole and exclusive agent and attorney-in-fact for such Seller, for and on behalf of each such Seller, with full power and irrevocably agree that authority to represent such Seller, such Seller’s successors and assigns, with full power of substitution in the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respectspremises, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of matters arising under this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the dispositionto receive all sums payable to such Seller, settlement or other handling of and all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with under this Agreement and or any of the other Transaction Documents will be binding upon such Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by such Seller. The authority conferred under this Agreement will be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by any Seller, or by operation of law, whether by the death or incapacity of any Seller, the termination of any trust or estate, or the occurrence of any other event. If any Seller should die or become incapacitated, or if any other similar event should occur, any action taken by the Sellers’ Representative will be as valid as if such death, incapacity, termination or other event had not occurred, regardless of whether or not the Sellers’ Representative had received notice of such death, incapacity, termination or other event. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim made under Article 6 of this Agreement or under the Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or the Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers are Sellers’ Representative signs on behalf of such Seller for which the Sellers’ Representative had authority. In performing any of its duties under this Agreement or upon the claimed failure to perform its duties under this Agreement, the Sellers’ Representative will not be liable to any Seller for any Adverse Consequences that any Seller may incur as a party, and Sellers and Buyer shall only be required to acknowledge result of any good faith act or act upon written communication signed any inadvertent omissions by the Sellers’ Representative under this Agreement (in the absence of any willful misconduct and/or gross negligence by the Sellers’ Representative. Each Seller agrees that he, she or it has not), and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or will be indemnified and held harmless by the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative Sellers for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONAdverse Consequences.

Sellers’ Representative. By (a) Each Seller, by virtue of his, her or its execution and delivery of this Agreement, the Sellers hereby irrevocably nominates, constitutes and unconditionally appoint Nephron Pharmaceuticals Corporation as appoints the Sellers’ Representative of all Sellers, as the agent, agent for service of process and true and lawful attorney-in-fact for of the Sellers, with full power of substitution, to act in the name, place and on behalf stead of each such Seller, Seller with respect to this Agreement and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken or made by it or by a Seller the Sellers’ Representative under this Agreement including the exercise of the power to: (i) execute, deliver, acknowledge, certify and file (in the name of any or any Transaction Documents to which all of the Sellers are a party are hereby authorized or otherwise) any and approved in all respectsdocuments, including without limitation the exercise of Working Capital Escrow Agreement and the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from Indemnification Escrow Agreement, and to take any Party and all actions that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with any matter covered in Section 2.05 (Post Closing Adjustment) or any Third Party which may be contemplated to be made indemnification claim under the Transaction DocumentsARTICLE X (Indemnification) (including negotiating, (ii) agree to, negotiate, enter entering into compromises or settlements and compromises of and comply with orders of courts demanding arbitration with respect to any such matters covered in Section 2.05 (Post Closing Adjustment) or any indemnification claims or disputesclaim, as applicable); (ii) update the Percentage Allocations in Schedule 1.1(c); (iii) resolve any indemnification claims or disputesgive and receive notices and communications under this Agreement, the Working Capital Escrow Agreement and the Indemnification Escrow Agreement; and (iv) take all such actions necessary in as the judgment Managing Member or Board of Managers under the Sellers’ Representative for organizational documents of SF Holdco would be permitted to take (subject to the accomplishment terms of the other terms, conditions and limitations of this Agreement and the Transaction Documentssuch organizational documents as they exist immediately prior to Closing). The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by hereby accepts its appointment as the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By 6.7.1 Each Individual Seller, by the execution and delivery of this Agreement, hereby consents and agrees to the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appointment of Xx. Xxxxxxx Badefort as the “Sellers’ Representative” for purposes of all matters expressly set forth in this Agreement to be performed by the Sellers’ Representative. The Sellers’ Representative shall be deemed to continue in office notwithstanding any purported resignation or removal until Purchaser receives written notice signed by the Individual Sellers that held a majority of all the Shares immediately prior to the Completion designating a new Sellers’ Representative that is reasonably acceptable to Purchaser. Each Individual Seller hereby constitutes and appoints the Sellers’ Representative, including any replacement of any such Sellers’ Representative, as the attorney-in-fact for such Individual Seller with full power of substitution and on behalf of each such Sellerauthority, in his discretion, to enforce this Agreement against the parties hereto, and irrevocably agree that the taking by the Sellers’ Representative to execute any amendment or waiver of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement, to give and receive notices and communications and, without limiting the foregoing provisions of this Section 6.7.1, dispute any decision of Purchaser to pay itself or any Transaction Documents Indemnified Person hereunder, to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of of, and to comply with orders of courts with respect to any indemnification claims dispute or disputes, (iii) resolve any indemnification claims or disputesloss, and (iv) to take all actions necessary or appropriate in the reasonable judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documentsforegoing. The Sellers’ Representative has authority and power shall be entitled to act on behalf of consent to any payment from the Holdback Amount to the Indemnified Persons. The Individual Sellers with respect to this Agreement and shall be responsible for the other Transaction Documents and the disposition, settlement or other handling payment of all indemnification claims, rights or obligations arising from fees and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken expenses reasonably incurred by the Sellers’ Representative in connection with performing his duties under this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such actionAgreement. The Sellers’ Representative may resign at shall not use or disclose any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONnon-public information.

Sellers’ Representative. By (a) Each Seller and each Warrant Holder, by his, her or its execution of this AgreementAgreement or acceptance of the Purchase Price, hereby consents to the Sellers hereby irrevocably terms of this Section and unconditionally appoint Nephron Pharmaceuticals Corporation to the appointment of Shareholder Representative Services LLC as the Sellers’ Representative of all Sellers, as the such Person’s representative and attorney-in-fact for and on behalf (the “Sellers Representative”), with full power of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power substitution to act on behalf of the Sellers and Warrant Holders to the extent and in the manner set forth in this Agreement and the Escrow Agreement. All decisions, actions, consents and instructions by the Sellers Representative with respect to this Agreement and the other Transaction Documents Ancillary Agreements and the dispositiontransactions contemplated hereby and thereby, including all decisions, actions, consents and instructions relating to the defense or settlement of any claims for indemnification, shall be binding upon all Sellers and Warrant Holders, and no Seller nor any such Warrant Holder shall have the right to object to, protest or other handling of all indemnification claimsotherwise contest any such decision, rights action, consent or obligations arising from and taken pursuant to this Agreement and the other Transaction Documentsinstruction. The Buyer shall be entitled to rely on any decision, action, consent or instruction of the Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents to which transactions contemplated hereby and thereby as being the decision, action, consent or instruction of the Sellers are a partyand Warrant Holders, and Sellers and the Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join is hereby relieved from any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint liability to any foreignPerson for acts done by them in accordance with any such decision, federalact, state consent or local agencyinstruction. The provisions of this Section, court including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Sellers or any one or more of the Warrant Holders, or by operation of Law, whether by death or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONevent.

Sellers’ Representative. By execution (a) Effective upon and by virtue of this Agreementthe Member Approval, and without any further act of any of the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as Sellers, the Sellers’ Representative will be hereby appointed as the representative of all Sellers, the Sellers and as the attorney-in-fact and agent for and on behalf of each such Seller, Seller for purposes of this Agreement and irrevocably agree that the taking Escrow Agreement and will be empowered to take such actions contemplated to be taken by the Sellers’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of the Sellers as it may deem necessary or appropriate in connection with or to consummate any and of the Contemplated Transactions, including: (i) taking all actions and the making all filings on behalf of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation with any Governmental Authority or other Person necessary to effect the exercise consummation of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, Contemplated Transactions; (ii) agree agreeing to, negotiatenegotiating, enter entering into settlements and compromises of and comply of, complying with orders of courts with respect to to, and otherwise administering and handling any indemnification claims under this Agreement or disputesthe Escrow Agreement on behalf of the Sellers, including exercising or refraining from exercising any remedies available; (iii) resolve negotiating and executing any indemnification claims waivers or disputesamendments of this Agreement or the Escrow Agreement (provided, however, that any amendment that, by its terms, will adversely and disproportionately affect the rights or obligations of any Seller as compared to other Sellers will require the prior written consent of such Seller); or any other documents that the Sellers’ Representative is authorized to execute and deliver under this Agreement or the Escrow Agreement; and (iv) take taking all other actions that are either necessary or appropriate in the its judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations foregoing or contemplated by the terms of this Agreement and or the Transaction DocumentsEscrow Agreement. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any hereby accepts such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONappointment.

Sellers’ Representative. By execution (a) Each Letter of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as Transmittal shall provide that the Sellers’ Representative of all Sellers, as shall be the agent and attorney-in-fact for each Seller with full powers and authority (including full power of substitution) to act on behalf of each such SellerSellers regarding any matter relating to or under this Agreement and the Escrow Agreement, including for the purposes of (i) paying or accepting any funds due to or from Purchaser, the Merger Subs, the Surviving Merger Sub, the Surviving Company, Sellers or the Escrow Agent; (ii) making all determinations and irrevocably agree that taking all actions in connection with any action or payments contemplated by Sections 2.10 and 2.11 and Article XI; (iii) executing and delivering all agreements (including the taking Escrow Agreement), certificates, receipts, consents, elections, instructions and other documents (including any amendments thereto or waivers thereof) required or contemplated by, or deemed necessary or advisable by the Sellers’ Representative of any and all actions in its sole discretion in connection with this Agreement, the Escrow Agreement and the making of any decisions required transactions contemplated hereby or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, thereby and (iv) take taking all actions other things and to performing all other acts required or contemplated by, or deemed necessary in the judgment of or advisable by the Sellers’ Representative for in its sole discretion in connection with, this Agreement, the accomplishment Escrow Agreement or the transactions contemplated hereby or thereby. As the representative of the other terms, conditions and limitations of Sellers under this Agreement and the Transaction Documents. The Escrow Agreement, the Sellers’ Representative has shall act as the agent for Sellers, shall have authority and power to act on behalf of the bind Sellers in accordance with respect to this Agreement and the other Transaction Documents Escrow Agreement, and Purchaser, the Merger Subs and the disposition, settlement Escrow Agent may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon two (2) Business Days’ prior written notice to Purchaser or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement the Escrow Agent. Purchaser and the other Transaction Documents. The Sellers irrevocably agree to be bound by Escrow Agent may conclusively rely upon, without independent verification or investigation, all and any such actions taken decisions made by the Sellers’ Representative in connection with this Agreement or the Escrow Agreement, as applicable, in writing and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by an officer of the general partner of the Sellers’ Representative. Each Seller agrees Letter of Transmittal shall provide that he, she or it has not, all of the immunities and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint powers granted to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to thereby shall survive the Closing Date and/or any termination of this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONEscrow Agreement.

Sellers’ Representative. By Each of Sellers hereby irrevocably constitutes and appoints Xxxxx Xxxxxxxx (or, in the event Xxxxx Xxxxxxxx dies, becomes disabled or is no longer able or willing to serve in such capacity, then Xxxx X. Xxxxxxxx), acting singly, as his, her or its true and lawful agent, proxy and attorney-in-fact (“Sellers’ Representative”) and authorizes the Sellers’ Representative acting for such Seller and in such Seller’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the Acquisition and other transactions contemplated hereby, as fully to all intents and purposes as such Seller might or could do in person, including, without limitation, for the purposes of: (i) performing the duties of Sellers’ Representative as set forth in this Agreement; (ii) executing, on behalf of such Seller, any stock powers necessary to transfer to Purchaser his, her or its respective Shares; (iii) accepting from Purchaser the payment of the Aggregate Purchase Price (including without limitation the Estimated Aggregate Purchase Price) and distributing to each Seller his, her or its respective portion of such funds; (iv) receiving any notice required or desired to be given to Sellers by Purchaser pursuant to this Agreement; (v) changing the time, date or place of the Closing; (vi) granting any consent or waiver required or desired of Sellers by Purchaser pursuant to this Agreement; (vii) making, executing and acknowledging any amendment to this Agreement which he, in the exercise of his sole discretion, considers necessary or advisable; (viii) terminating or agreeing to terminate this Agreement; (ix) representing Sellers in connection with any indemnification related matter, including disputing or settling any claim by Purchaser (other than individual indemnification matters relating to Section 2(a) hereof); (x) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (xi) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Sellers’ Representative reasonably deems necessary or prudent in connection herewith; and (xii) taking any action and executing all documents and delivering all documents contemplated by this Agreement and any other instruments which Sellers’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Seller hereby grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act as is described under this Section 12(o), as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Sellers’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Seller hereby agrees, by executing this Agreement, that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity or bankruptcy of such Person. Each Seller hereby acknowledges and agrees that upon execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking any delivery by the Sellers’ Representative of any and all actions and the making waiver, amendment, agreement, opinion, certificate of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken documents executed by the Sellers’ Representative in connection accordance with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge Section 12(o) or act upon written communication signed any decisions made by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in accordance with this Section 12(o), shall be binding on such actionPerson as fully as if such Person had executed and delivered such documents or made such decisions. The Sellers’ Representative may resign at shall not have by reason of this Agreement a fiduciary relationship in respect of any time upon 30 days written notice to Seller, except in respect of amounts received by the Sellers’ Representative on behalf of a Seller. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTThe Sellers’ Representative shall not be liable to any Seller for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Sellers’ Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. REDACTED MATERIAL IS MARKED WITH [The Sellers’ Representative shall not be liable to any Seller for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from other Sellers, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of Sellers’ Representative are fully and completely binding and Purchaser is entitled to rely upon the provisions of this Section 12(o). * * * * ***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution Each Selling Shareholder hereby appoints Mr. Yising Chan (the “Sellers’ Representative”) as such Selling Shareholder’s attorney-in-fact and representative, (i) to do any and all things and to execute any and all documents or other papers, in each such Selling Shareholder’s name, place and stead, in any way in which each such Selling Shareholder could do if personally present, in connection with this Agreement and the applicable Ancillary Documents and the transactions contemplated hereby and thereby, (ii) to amend, cancel or extend, or waive the terms of, this Agreement and any of the Ancillary Documents in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders, (iii) to act on behalf of such Selling Shareholder with respect to any claims (including the settlement thereof) made by Buyer or such Selling Shareholder for indemnification pursuant to Article X or any dispute arising under Section 2.8 in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders or which does not relate to a breach by such Selling Shareholder specifically, of its representations, warranties or obligations in connection with this Agreement, Agreement and the Sellers applicable Ancillary Documents. The power of attorney granted hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation is coupled with an interest. In the event that the Sellers’ Representative becomes unable or unwilling to continue in his or her capacity as the Sellers’ Representative under this Agreement, the Selling Shareholders shall promptly appoint a successor Sellers’ Representative by written notice to Buyer, and the appointment of all such successor Sellers, ’ Representative shall become effective only upon Buyer’s receipt of such written notice. Each Selling Shareholder hereby agrees that any successor Sellers’ Representative so selected by such Selling Shareholder shall be entitled to act as the attorney-in-fact for and such under this Agreement on behalf of each such SellerSelling Shareholder. All references herein to the Sellers’ Representative shall include any such successor Sellers’ Representative. Except as otherwise expressly set forth herein, and irrevocably agree that the Selling Shareholders hereby consent to the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller such Selling Shareholders under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction DocumentsAgreement. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to Selling Shareholders shall be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge his or act upon written communication signed by her capacity as the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Sellers’ Representative. By execution of this Agreement, the (a) Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the designate Sellers’ Representative of to execute any and all Sellers, as the attorney-in-fact for and documents on behalf of each such SellerSellers, and irrevocably agree that to take any other actions on behalf of Sellers which may be required pursuant to this Agreement or the taking by Escrow Agreement in order to consummate the Transaction and perform their obligations hereunder and thereunder before, at or following the Closing. Without limiting the generality of the foregoing, Sellers’ Representative of any shall have the full and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power exclusive authority to (i) receive from agree with Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions matter deemed necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement or the Escrow Agreement calling for the agreement of Sellers, give and the other Transaction Documents receive notices on behalf of Sellers, and act on behalf of Sellers in connection with any matter as to which the Sellers are a party, and Sellers and Buyer shall only or may be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to obligated under this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against Escrow Agreement, all in the absolute discretion of Sellers’ Representative, such Seller agrees (ii) execute and deliver all documents contemplated by this Agreement or the Escrow Agreement, and (iii) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to promptly indemnify Section 9.1 and performance of obligations under Article 2, including to withhold funds for satisfaction of expenses or other liabilities or obligations; provided, however, that Sellers’ Representative and advisers shall not (A) without the approval of Sellers with a majority of the Prorata Share (1) admit Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all lossesobligation to indemnify an Indemnitee or (2) agree to any indemnity payment (whether or not in settlement of litigation), liabilitiesor (B) without the approval of any Seller, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending consent to any injunction against such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONSeller.

Sellers’ Representative. By execution of this Agreement, the Sellers Each Selling Shareholder hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation appoints Mr. Zhiwen as the sole representative of each such Selling Shareholder (“Sellers’ Representative of all Sellers, Representative”) to act as the attorney-in-fact for agent and on behalf of each such SellerSelling Shareholder explicitly for the purpose of taking any and all actions that may be necessary or desirable, and irrevocably agree that the taking as determined by the Sellers’ Representative of any and all actions and the making of any decisions required Representative, in its sole discretion, in connection with paying, negotiating, or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter entering into settlements and compromises of and comply with orders of courts with respect to any claim for indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement Article X hereof. Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction DocumentsAgreement. If any Seller commences or joins any such prohibited legal action against Mr. Zhiwen becomes unable to serve as the Sellers’ Representative, such Seller agrees other Person or Persons as may be designated by the Selling Shareholders who held a majority of the Purchased Shares prior to promptly indemnify the Closing shall succeed as the Sellers’ Representative. The Sellers’ Representative and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTshall not be liable to the Selling Shareholder for any action taken or omitted by it as permitted under this Agreement, except for bad faith or willful misconduct. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by The Sellers’ Representative and/or its advisers will also be fully protected in defending such action as well as relying upon any monetary judgment obtained against written notice, demand, certificate or other document that it in good faith believes to be genuine (including electronic copies thereof). Each Selling Shareholder agrees, severally but not jointly, to indemnify the Sellers’ Representative for, and to hold the Sellers’ Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Sellers’ Representative, arising out of or in such actionconnection with the Sellers’ Representative’s carrying out its duties under this Agreement, including costs and expenses of successfully defending the Sellers’ Representative against any claim of liability with respect thereto. The Sellers’ Representative may resign consult with counsel of its own choice, at no expense to Purchaser or the Company, and will have full and complete authorization and protection for any time upon 30 days written notice to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONaction taken and suffered by it in good faith.

Sellers’ Representative. By execution of this Agreement, (a) Mxxx Xxxxxxx (the Sellers “Sellers’ Representative”) is hereby irrevocably constituted and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, appointed as the attorney-in-fact and agent for each Seller in his, her or its name, place and stead to act on behalf of such Seller in connection with this Agreement and any Transaction Documents and the consummation of the Transactions contemplated hereby or thereby, with such power and authority to execute any and all instruments or other documents, and to do any and all other acts or things (or refrain from doing), in the name and on behalf of each such Seller, and irrevocably agree Seller that the taking by the Sellers’ Representative may deem necessary, appropriate, helpful or advisable, or that may be required of any and all actions and the making of any decisions required or permitted by such Seller pursuant to be taken by it or by a Seller under this Agreement or any Transaction Documents to which or in connection with the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise consummation of the Transactions contemplated hereby or thereby, provided that, for certainty, such appointment shall not extend to acting for any Seller with respect to matters of employment or matters relating thereto. Without limiting the generality of the foregoing, Sellers’ Representative, acting in his capacity as such, shall have the full power to and authority, in the name and on behalf of each Seller, (i) receive from to agree with Buyer and disburse or the Company with respect to Sellers any payments constituting matter or thing required or deemed necessary by Sellers’ Representative in connection with the provisions of this Agreement or any part Transaction Documents calling for the agreement of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction DocumentsSellers, (ii) to agree toto amend, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to modify or terminate this Agreement or any indemnification claims or disputesTransaction Document, (iii) resolve any indemnification claims or disputesto give and receive notices on behalf of the Sellers, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents any matter as to which the Sellers are a partyor may be obligated to indemnify Buyer under this Agreement, (v) to interpret the terms and Sellers provisions of this Agreement or any Transaction Document, (vi) to dispute or decline to dispute any liability claim hereunder and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees negotiate and compromise any dispute that he, she or it has not, may arise under this Agreement and will not, threaten or commence or join to sign any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court releases or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity documents with respect to any such dispute, (vii) to negotiate, execute and deliver any Transaction Document, certificate, statement, notice, approval, extension, waiver, amendment or other document required or permitted to be delivered, made or given in connection with the consummation of the Transactions contemplated by this Agreement, (viii) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the Transactions contemplated by this Agreement or the and (ix) to do all other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative things and advisers of Sellers’ THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Representative for perform all losses, liabilities, reasonable costs or expensesother acts, including without limitation executing and delivering all reasonable feesagreements, disbursements certificates, receipts, consents, elections, instructions and other charges of attorneys incurred instruments or documents contemplated by, or deemed by Sellers’ Representative and/or to be necessary, appropriate, helpful or advisable in connection with, this Agreement or any Transaction Document. By his or its advisers in defending such action as well as any monetary judgment obtained against the execution of this Agreement, each Seller hereby acknowledges that Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice has full authority to act on his, her or its behalf and to bind him, her or it as and to the Sellers. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONfullest extent provided in this Section 8.14.